Walmart Inc. - Jun 7, 2022 Form 4 Insider Report for Symbotic Inc. (SYM)

Role: 10%+ Owner
Signature: WALMART INC. By: /s/ Gordon Y. Allison Name: Gordon Y. Allison Title: Senior Vice President and Chief Counsel, Finance and Corporate Governance
Stock symbol: SYM
Transactions as of: Jun 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/9/2022, 05:16 PM
Next filing: Jul 21, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SYM	Class V-1 Common Stock	Other		+43.8M			43.8M	Jun 7, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SYM	Common Units in Symbotic Holdings LLC	Other		+43.8M			43.8M	Jun 7, 2022	Class A Common Stock	43.8M		Direct	F1, F2, F3
transaction	SYM	Warrant in Symbotic Holdings LLC	Other		+15.9M			15.9M	Jun 7, 2022	Common Units in Symbotic Holdings LLC	15.9M	$10.00	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On June 7, 2022, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated December 12, 2021, (i) Warehouse Technologies LLC ("Warehouse") merged into Symbotic Holdings LLC, a wholly owned subsidiary of Warehouse, (the "Company Reorganization") with Symbotic Holdings LLC as the surviving entity (referred to herein as "Interim Symbotic"), and (ii) immediately thereafter, Saturn Acquisition (DE) Corp. ("Merger Sub"), a wholly owned subsidiary of the Issuer, merged with and into Interim Symbotic (the "Merger"), with Interim Symbotic surviving the Merger as a subsidiary of the Issuer ("New Symbotic Holdings") [cont'd].
F2	[Continuation] Pursuant to the Merger Agreement, in the Company Reorganization, the reporting person's 714,022 units of Warehouse were converted into the right to receive 43,756,942 units of Interim Symbotic, and in the Merger, such units of Interim Symbotic were subsequently converted into the right to receive 43,756,942 common units of New Symbotic Holdings ("New Symbotic Holdings Common Units") and 43,756,942 corresponding shares of the Issuer's Class V-1 common stock, par value $0.0001 per share.
F3	Holders of New Symbotic Holdings Common Units have the right to cause New Symbotic Holdings to acquire all or a portion of their New Symbotic Holdings Common Units and corresponding shares of Class V-1 common stock of the Issuer., which may be settled for, at the Issuer's election, (i) one share of Class A common stock of the Issuer., subject to conversion rate adjustments for stock splits, stock dividends and reclassification, or (ii) an equivalent amount of cash. The shares of Class V-1 common stock confer no incidents of economic ownership on the holders thereof and carry one vote per share.
F4	In connection with the Company Reorganization and the Merger, the reporting person's warrant to purchase 258,972 Class A units of Warehouse was canceled and exchanged for a warrant to purchase 15,870,411 New Symbotic Holdings Common Units at a price of $10.00 per New Symbotic Holdings Common Unit. The warrant vests, and the reporting person may exercise the warrant for all or any lesser amount of New Symbotic Holdings Common Units, at such time as the Installment Commencement Date of the Project for which the applicable Project SOW results in the aggregate number of Modules installed under the Second Amended and Restated Master Automation Agreement, dated as of May 20, 2022, by and among New Symbotic Holdings, the reporting person and Symbotic LLC (the "MAA") to be at least 10 (as each term is defined in the MAA) [cont'd].
F5	[Continuation] In the event of a partial exercise of the warrant, New Symbotic Holdings will issue the reporting person a new, substantially identical warrant for the purchase of the remaining New Symbotic Holdings Common Units underlying the warrant. The warrant expires on the five-year anniversary of the issue date.