Walmart Inc. - Dec 12, 2023 Form 4 Insider Report for Symbotic Inc. (SYM)

Role: 10%+ Owner
Signature: WALMART INC. By: /s/ Gordon Y. Allison, Senior Vice President and Chief Counsel, Finance and Corporate Governance
Stock symbol: SYM
Transactions as of: Dec 12, 2023
Transactions value $: $158,704,110
Form type: 4
Date filed: 12/14/2023, 05:01 PM
Previous filing: Aug 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SYM	Class V-1 Common Stock	Exercise of in-the-money or at-the-money derivative security	$159M	+15.9M	+34.9%	$10.00	61.4M	Dec 12, 2023	Direct	F1

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	Exercise of in-the-money or at-the-money derivative security		+15.9M	+34.9%		61.4M	Dec 12, 2023	Class A Common Stock	15.9M		Direct	F1, F2, F3
transaction	SYM	Warrant in Symbotic Holdings LLC	Exercise of in-the-money or at-the-money derivative security	$0	-15.9M	-100%	$0.00^*	0	Dec 12, 2023	Common Units in Symbotic Holdings LLC	15.9M	$10.00	Direct	F1, F4

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

Explanation of Responses:

Id	Content
F1	On December 12, 2023, the reporting person exercised in full its warrant to purchase 15,870,411 limited liability company units ("Symbotics Holdings Units") of Symbotic Holdings LLC ("Symbotics Holdings") at a price of $10.00 per Symbotics Holding Unit. An equal number of Class V-1 Common Stock of the Issuer was issued to the reporting person in connection with the exercise of the warrant and the issuance of the Symbotics Holding Units.
F2	The term "Symbotic Holdings Units" is used herein to represent limited liability company units of Symbotic Holdings and an equal number of paired shares of Class V-1 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, and in accordance with other terms and conditions set forth in Symbotic Holdings' Second Amended and Restated Limited Liability Company Agreement, dated as of June 7, 2022. [Cont.]
F3	[Continuation] Upon redemption, the Issuer will cancel the Symbotic Holdings Units and cancel and retire for no consideration the redeemed shares of Class V-1 Common Stock. Shares of Class V-1 Common Stock of the Issuer have no economic rights and each share of Class V-1 Common Stock entitles its holder to one vote per share.
F4	The warrant vested at the time that the Installment Commencement Date of the Project for which the applicable Project SOW resulted in at least 10 Modules installed under the Second Amended and Restated Master Automation Agreement, dated as of May 20, 2022, by and among Symbotic Holdings, the reporting person and Symbotic LLC (the "MAA") (as each term is defined in the MAA). The warrant was scheduled to expire on the five-year anniversary of the issue date.