<SEC-DOCUMENT>0000899243-22-021714.txt : 20220609
<SEC-HEADER>0000899243-22-021714.hdr.sgml : 20220609
<ACCEPTANCE-DATETIME>20220609194101
ACCESSION NUMBER:		0000899243-22-021714
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20220607
FILED AS OF DATE:		20220609
DATE AS OF CHANGE:		20220609

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			RBC Millennium Trust
		CENTRAL INDEX KEY:			0001932964

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40175
		FILM NUMBER:		221007313

	BUSINESS ADDRESS:	
		STREET 1:		C/O SYMBOTIC INC., 200 RESEARCH DRIVE
		CITY:			WILMINGTON
		STATE:			MA
		ZIP:			01887
		BUSINESS PHONE:		978-284-2800

	MAIL ADDRESS:	
		STREET 1:		C/O SYMBOTIC INC., 200 RESEARCH DRIVE
		CITY:			WILMINGTON
		STATE:			MA
		ZIP:			01887

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Cohen Janet L
		CENTRAL INDEX KEY:			0001932965

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40175
		FILM NUMBER:		221007314

	MAIL ADDRESS:	
		STREET 1:		C/O SYMBOTIC INC., 200 RESEARCH DRIVE
		CITY:			WILMINGTON
		STATE:			MA
		ZIP:			01887

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Symbotic Inc.
		CENTRAL INDEX KEY:			0001837240
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	BUSINESS ADDRESS:	
		STREET 1:		200 RESEARCH DRIVE
		CITY:			WILMINGTON
		STATE:			MA
		ZIP:			01887
		BUSINESS PHONE:		978-284-2800

	MAIL ADDRESS:	
		STREET 1:		200 RESEARCH DRIVE
		CITY:			WILMINGTON
		STATE:			MA
		ZIP:			01887

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SVF Investment Corp. 3
		DATE OF NAME CHANGE:	20210128

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SVF Investment III Corp.
		DATE OF NAME CHANGE:	20201218
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2022-06-07</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001837240</issuerCik>
        <issuerName>Symbotic Inc.</issuerName>
        <issuerTradingSymbol>SYM</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001932965</rptOwnerCik>
            <rptOwnerName>Cohen Janet L</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O SYMBOTIC INC., 200 RESEARCH DRIVE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>WILMINGTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>01887</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001932964</rptOwnerCik>
            <rptOwnerName>RBC Millennium Trust</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O SYMBOTIC INC., 200 RESEARCH DRIVE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>WILMINGTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>01887</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class V-3 Common Stock</value>
                <footnoteId id="F1"/>
                <footnoteId id="F2"/>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>161544569</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By the RBC Millennium Trust</value>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class V-3 Common Stock</value>
                <footnoteId id="F1"/>
                <footnoteId id="F2"/>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>13858144</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By the Jill Cohen Mill Trust</value>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class V-3 Common Stock</value>
                <footnoteId id="F1"/>
                <footnoteId id="F2"/>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>209875898</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Spouse</value>
                    <footnoteId id="F5"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Symbotic Holdings Units</value>
                <footnoteId id="F1"/>
                <footnoteId id="F2"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F2"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F2"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>161544569</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By the RBC Millennium Trust</value>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Symbotic Holdings Units</value>
                <footnoteId id="F1"/>
                <footnoteId id="F2"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F2"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F2"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>13858144</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By the Jill Cohen Mill Trust</value>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Symbotic Holdings Units</value>
                <footnoteId id="F1"/>
                <footnoteId id="F2"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F2"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F2"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>209875898</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Spouse</value>
                    <footnoteId id="F5"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Represents Symbotic Holdings Units received as consideration for limited liability company units of Warehouse Technologies LLC (&quot;Warehouse&quot;) in connection with the Agreement and Plan of Merger, dated December 12, 2021, by and among the Issuer, Saturn Acquisition (DE) Corp., Warehouse and Symbotic Holdings LLC (&quot;Symbotic Holdings&quot;), as described in the Issuer's final prospectus filed with the Securities and Exchange Commission on June 1, 2022.</footnote>
        <footnote id="F2">The term &quot;Symbotic Holdings Units&quot; is used herein to represent limited liability company units of Symbotic Holdings and an equal number of paired shares of Class V-3 Common Stock of the Issuer, which, pursuant to the limited liability company agreement of Symbotic Holdings, are together redeemable by the holder on a one-for-one basis for a share of Class A Common Stock of the Issuer, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions. Upon redemption, the Issuer will cancel the Symbotic Holdings Units and cancel and retire for no consideration the redeemed shares of Class V-3 Common Stock. Shares of Class V-3 Common Stock of the Issuer have no economic rights and each share of Class V-3 Common Stock entitles its holder to 3 votes per share.</footnote>
        <footnote id="F3">Janet L. Cohen may be considered the beneficial owner of 161,544,569 Symbotic Holding Units held directly by the RBC Millennium Trust. Ms. Cohen is a co-trustee and one of the beneficiaries of the RBC Millennium Trust and may be deemed to have shared voting and investment power. Ms. Cohen disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.</footnote>
        <footnote id="F4">Janet L. Cohen may be considered the beneficial owner of 13,858,144 Symbotic Holding Units held directly by the Jill Cohen Mill Trust. Ms. Cohen is a co-trustee of the Jill Cohen Mill Trust, as to which members of Ms. Cohen's immediate family have a pecuniary interest and may be deemed to have shared voting and investment power. Ms. Cohen disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.</footnote>
        <footnote id="F5">Janet L. Cohen may be considered to have an indirect pecuniary interest in 41,549,600 Symbotic Holding Units held by RJJRP Holdings Inc., 163,355,074 Symbotic Holding Units held by the RBC 2014 4 Year GRAT and 4,971,224 Symbotic Holding Units held by the Richard B. Cohen Revocable Trust (collectively, the &quot;Spousal Shares&quot;) in which Ms. Cohen's spouse has a pecuniary interest. Janet L. Cohen does not have voting or investment control over the Spousal Shares and disclaims beneficial ownership of the Spousal Shares except to the extent that Ms. Cohen may be considered to have an indirect pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Spousal Shares for purposes of Section 16 of the Exchange Act or for any other purpose.</footnote>
    </footnotes>

    <remarks>Exhibit Lists:
Exhibit 24.1- Power of Attorney for Janet L. Cohen.
Exhibit 24.2- Power of Attorney for RBC Millennium Trust.</remarks>

    <ownerSignature>
        <signatureName>/s/ Corey Dufresne, Attorney-in-Fact for Janet L. Cohen</signatureName>
        <signatureDate>2022-06-09</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Corey Dufresne, Attorney-in-Fact for RBC Millennium Trust</signatureName>
        <signatureDate>2022-06-09</signatureDate>
    </ownerSignature>
</ownershipDocument>
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<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24.1 DOCUMENT
<TEXT>
<HTML>
<HEAD>
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<PRE>
                                POWER OF ATTORNEY

             With respect to holdings of and transactions in securities issued
by Symbotic Inc. (the "Company"), the undersigned hereby constitutes and
appoints the persons named on Schedule 1 attached hereto, as may be amended
from time to time (the "Attorneys-in-Fact"), including an Attorney-in-Fact
acting or signing singly, with full power of substitution and resubstitution,
to act as the undersigned's true and lawful attorney-in-fact to:

                1. prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain and/or regenerate codes and passwords
enabling the undersigned to make electronic filings with the SEC of reports
required by Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder;

                2. execute for and on behalf of the undersigned, Forms 3, 4 and
5 in accordance with Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder;

                3. do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar authority;
and

                4. take any other action of any type whatsoever in connection
with the foregoing that, in the opinion of such Attorneys-in-Fact, may be of
benefit to, in the best interest of or legally required by the undersigned, it
being understood that the documents executed by such Attorneys-in-Fact on
behalf of the undersigned pursuant to this power of attorney shall be in such
form and shall contain such terms and conditions as such Attorneys-in-Fact may
approve in such Attorneys-in-Fact's discretion.

             The undersigned hereby grants to each such Attorneys-in-Fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming
all that such Attorneys-in-Fact, or such Attorneys-in-Fact substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.

             The undersigned acknowledges that the Attorneys-in-Fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is any Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.

             This power of attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the Attorneys-in-Fact.

             IN WITNESS WHEREOF, the undersigned has caused this power of
attorney to be executed as of this 2nd day of June, 2022.

                                   By:      /s/ Janet Cohen
                                       -------------------------------
                                                 (Sign Name)

                                            Janet Cohen
                                       -------------------------------
                                                 (Print Name)


                                Schedule 1
                             ATTORNEYS-IN-FACT

 Corey Dufresne

 Kristen Galbreath

 Sullivan & Cromwell LLP
</PRE>
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<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>3
<FILENAME>attachment2.htm
<DESCRIPTION>EX-24.2 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                                POWER OF ATTORNEY

             With respect to holdings of and transactions in securities issued
by Symbotic Inc. (the "Company"), the undersigned hereby constitutes and
appoints the persons named on Schedule 1 attached hereto, as may be amended
from time to time (the "Attorneys-in-Fact"), including an Attorney-in-Fact
acting or signing singly, with full power of substitution and resubstitution,
to act as the undersigned's true and lawful attorney-in-fact to:

                1. prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain and/or regenerate codes and passwords
enabling the undersigned to make electronic filings with the SEC of reports
required by Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder;

                2. execute for and on behalf of the undersigned, Forms 3, 4 and
5 in accordance with Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder;

                3. do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar authority;
and

                4. take any other action of any type whatsoever in connection
with the foregoing that, in the opinion of such Attorneys-in-Fact, may be of
benefit to, in the best interest of or legally required by the undersigned, it
being understood that the documents executed by such Attorneys-in-Fact on
behalf of the undersigned pursuant to this power of attorney shall be in such
form and shall contain such terms and conditions as such Attorneys-in-Fact may
approve in such Attorneys-in-Fact's discretion.

             The undersigned hereby grants to each such Attorneys-in-Fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming
all that such Attorneys-in-Fact, or such Attorneys-in-Fact substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.

             The undersigned acknowledges that the Attorneys-in-Fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is any Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.

             This power of attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the Attorneys-in-Fact.

             IN WITNESS WHEREOF, the undersigned has caused this power of
attorney to be executed as of this 2nd day of June, 2022.


                                   The RBC Millennium Trust


                                   By: /s/ Janet Cohen
                                       -------------------------------
                                   Name: Janet Cohen

                                   Title: As Trustee (and not individually)


                                   By: /s/ David A. Ladensohn
                                       -------------------------------
                                   Name: David A. Ladensohn

                                   Title: As Trustee (and not individually)


                                Schedule 1
                             ATTORNEYS-IN-FACT

 Corey Dufresne

 Kristen Galbreath

 Sullivan & Cromwell LLP
</PRE>
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