Sec Form 13G Filing - AFFUSO ANTHONY filing for Symbotic Inc. (SYM) - 2022-08-29

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  THE ANTHONY AFFUSO & LORRAINE PERKINS AFFUSO REVOCABLE TRUST, U/T/A dated August 28, 2003

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  4,094,766 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  4,094,766 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,094,766 (1)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  7.0% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

Represents limited liability company units of Symbotic Holdings LLC (“Symbotic Holdings”) and an equal number of paired shares of Class V-1 Common Stock of Symbotic Inc. (the “Issuer”), which are held of record by THE ANTHONY AFFUSO & LORRAINE PERKINS AFFUSO REVOCABLE TRUST, U/T/A dated August 28, 2003 (the “Trust”), and which were initially issued as consideration for limited liability company units of Warehouse Technologies LLC (“Warehouse”) in connection with the Agreement and Plan of Merger, dated December 12, 2021, by and between Warehouse and Symbotic Holdings and the Agreement and Plan of Merger, dated December 12, 2021, by and among SVF Investment Corp. 3 (the Issuer’s predecessor entity), Saturn Acquisition (DE) Corp., Warehouse and Symbotic Holdings, as described in the Issuer’s final proxy statement/prospectus filed with the Securities and Exchange Commission on June 1, 2022 (the “Merger Agreement”). Anthony J. Affuso (“Mr. Affuso”) and Lorraine Perkins Affuso (“Mrs. Affuso”) may be deemed to have shared voting and dispositive power with respect to such securities by virtue of each of their roles as co-trustee of the Trust. Shares of Class V-1 Common Stock of the Issuer have no economic rights, and each such share of Class V-1 Common Stock entitles its holder to 1 vote per share. Shares of Class V-1 Common Stock of the Issuer are convertible on a one-for-one basis into shares of Class A Common Stock of the Issuer at the election of the holder thereof and upon the redemption of an equal number of limited liability company units of Symbotic Holdings.

The percent of class assumes conversion of all of the Reporting Person’s Class V-1 Common Stock into Class A Common Stock, resulting in a total of 58,374,912 shares of Class A common stock outstanding (which reflects the sum of (x) 54,280,146 shares of Class A Common Stock outstanding as of August 4, 2022 and (y) 4,094,766 shares of Class A Common Stock issuable on conversion of the Reporting Person’s Class V-1 common stock). Based on the total of 552,057,744 shares of the Issuer’s Class A Common Stock that would be outstanding upon the conversion of all outstanding convertible securities (including (i) 54,280,146 shares of Class A Common Stock outstanding as of August 4, 2022, (ii) 80,844,573 shares of Class A Common Stock issuable on conversion of all shares of Class V-1 Common Stock outstanding as of August 4, 2022, and (iii) 416,933,025 shares of Class A Common Stock issuable on conversion of all shares of Class V-3 Common Stock outstanding as of August 4, 2022), the Reporting Person beneficially owns 0.7% of the Issuer’s total outstanding Class A Common Stock on a fully diluted basis as of August 4, 2022.

  NAMES OF REPORTING PERSONS

  Anthony J. Affuso

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  4,094,766 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  4,094,766 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,094,766 (1)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  7.0% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Represents limited liability company units of Symbotic Holdings and an equal number of paired shares of Class V-1 Common Stock of the Issuer, which are held of record by the Trust, and which were initially issued as consideration for limited liability company units of Warehouse in connection with the Merger Agreement. Mr. Affuso and Mrs. Affuso may be deemed to have shared voting and dispositive power with respect to such securities by virtue of each of their roles as co-trustee of the Trust. Shares of Class V-1 Common Stock of the Issuer have no economic rights, and each such share of Class V-1 Common Stock entitles its holder to 1 vote per share. Shares of Class V-1 Common Stock of the Issuer are convertible on a one-for-one basis into shares of Class A Common Stock of the Issuer at the election of the holder thereof and upon the redemption of an equal number of limited liability company units of Symbotic Holdings.

The percent of class assumes conversion of all of the Reporting Person’s Class V-1 Common Stock into Class A Common Stock, resulting in a total of 58,374,912 shares of Class A common stock outstanding (which reflects the sum of (x) 54,280,146 shares of Class A Common Stock outstanding as of August 4, 2022 and (y) 4,094,766 shares of Class A Common Stock issuable on conversion of the Reporting Person’s Class V-1 common stock). Based on the total of 552,057,744 shares of the Issuer’s Class A Common Stock that would be outstanding upon the conversion of all outstanding convertible securities (including (i) 54,280,146 shares of Class A Common Stock outstanding as of August 4, 2022, (ii) 80,844,573 shares of Class A Common Stock issuable on conversion of all shares of Class V-1 Common Stock outstanding as of August 4, 2022, and (iii) 416,933,025 shares of Class A Common Stock issuable on conversion of all shares of Class V-3 Common Stock outstanding as of August 4, 2022), the Reporting Person beneficially owns 0.7% of the Issuer’s total outstanding Class A Common Stock on a fully diluted basis as of August 4, 2022.

  NAMES OF REPORTING PERSONS

  Lorraine Perkins Affuso

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  4,094,766 (1)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  4,094,766 (1)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  4,094,766 (1)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  7.0% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Represents limited liability company units of Symbotic Holdings and an equal number of paired shares of Class V-1 Common Stock of the Issuer, which are held of record by the Trust, and which were initially issued as consideration for limited liability company units of Warehouse in connection with the Merger Agreement. Mr. Affuso and Mrs. Affuso may be deemed to have shared voting and dispositive power with respect to such securities by virtue of each of their roles as co-trustee of the Trust. Shares of Class V-1 Common Stock of the Issuer have no economic rights, and each such share of Class V-1 Common Stock entitles its holder to 1 vote per share. Shares of Class V-1 Common Stock of the Issuer are convertible on a one-for-one basis into shares of Class A Common Stock of the Issuer at the election of the holder thereof and upon the redemption of an equal number of limited liability company units of Symbotic Holdings.

The percent of class assumes conversion of all of the Reporting Person’s Class V-1 Common Stock into Class A Common Stock, resulting in a total of 58,374,912 shares of Class A common stock outstanding (which reflects the sum of (x) 54,280,146 shares of Class A Common Stock outstanding as of August 4, 2022 and (y) 4,094,766 shares of Class A Common Stock issuable o n conversion of the Reporting Person’s Class V-1 common stock). Based on the total of 552,057,744 shares of the Issuer’s Class A Common Stock that would be outstanding upon the conversion of all outstanding convertible securities (including (i) 54,280,146 shares of Class A Common Stock outstanding as of August 4, 2022, (ii) 80,844,573 shares of Class A Common Stock issuable on conversion of all shares of Class V-1 Common Stock outstanding as of August 4, 2022, and (iii) 416,933,025 shares of Class A Common Stock issuable on conversion of all shares of Class V-3 Common Stock outstanding as of August 4, 2022), the Reporting Person beneficially owns 0.7% of the Issuer’s total outstanding Class A Common Stock on a fully diluted basis as of August 4, 2022.

Name of Issuer:

Symbotic Inc.

Address of Issuer’s Principal Executive Offices:

200 Research Drive, Wilmington, MA 01887

Name of Persons Filing:

This Schedule 13G is being jointly filed by each of the following Reporting Persons pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Act: (i) THE ANTHONY AFFUSO & LORRAINE PERKINS AFFUSO REVOCABLE TRUST, U/T/A dated August 28, 2003, (ii) Anthony J. Affuso, and (iii) Lorraine Perkins Affuso.

The Reporting Persons have entered into a Joint Filing Agreement, dated August 29, 2022, a copy of which is attached as Exhibit A hereto, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Address of Principal Business Office or, if none, Residence:

The address for the principal business office of each of the Reporting Persons is:

PO BOX 357, Mt Juliet, TN 37121

Citizenship:

The Trust is a trust governed by the laws of the State of Texas.

Each of Mr. Affuso and Mrs. Affuso is a citizen of the United States.

Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share

CUSIP No.:

87151X101

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).

Represents limited liability company units of Symbotic Holdings and an equal number of paired shares of Class V-1 Common Stock of the Issuer, which are held of record by the Trust, and which were initially issued as consideration for limited liability company units of Warehouse in connection with the Merger Agreement. Mr. Affuso and Mrs. Affuso may be deemed to have shared voting and dispositive power with respect to such securities by virtue of each of their roles as co-trustee of the Trust. Shares of Class V-1 Common Stock of the Issuer have no economic rights, and each such share of Class V-1 Common Stock entitles its holder to 1 vote per share. Shares of Class V-1 Common Stock of the Issuer are convertible on a one-for-one basis into shares of Class A Common Stock of the Issuer at the election of the holder thereof and upon the redemption of an equal number of limited liability company units of Symbotic Holdings.

The percent of class assumes conversion of all of the Reporting Person’s Class V-1 Common Stock into Class A Common Stock, resulting in a total of 58,374,912 shares of Class A common stock outstanding (which reflects the sum of (x) 54,280,146 shares of Class A Common Stock outstanding as of August 4, 2022 and (y) 4,094,766 shares of Class A Common Stock issuable on conversion of the Reporting Person’s Class V-1 common stock). Based on the total of 552,057,744 shares of the Issuer’s Class A Common Stock that would be outstanding upon the conversion of all outstanding convertible securities (including (i) 54,280,146 shares of Class A Common Stock outstanding as of August 4, 2022, (ii) 80,844,573 shares of Class A Common Stock issuable on conversion of all shares of Class V-1 Common Stock outstanding as of August 4, 2022, and (iii) 416,933,025 shares of Class A Common Stock issuable on conversion of all shares of Class V-3 Common Stock outstanding as of August 4, 2022), the Reporting Person beneficially owns 0.7% of the Issuer’s total outstanding Class A Common Stock on a fully diluted basis as of August 4, 2022.

Ownership of Five Percent or Less of a Class:

Not applicable.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

Identification and Classification of Members of the Group:

Not applicable.

Notice of Dissolution of Group:

Not applicable.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibit

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