SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Wolff Benjamin G

(Last) (First) (Middle)
C/O SARCOS TECHNOLOGY AND ROBOTICS CORP
650 SOUTH 500 WEST, SUITE 150

(Street)
SALT LAKE CITY UT 84101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sarcos Technology & Robotics Corp [ STRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/20/2022 A 49,425(1) A $0.00 49,425 I By Spouse
Common Stock 05/20/2022 A 122,249(2) A $0.00 4,923,617 D
Common Stock 05/20/2022 A 8,955(3) A $0.00 58,380 I BySpouse
Common Stock 05/20/2022 F(4) 3,524 D $0.00 54,856 I By Spouse
Common Stock 9,798,714 I See footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $4.09 05/20/2022 A 78,128 (6) 05/20/2032 Common Stock 78,128 $0.00 78,128 I By spouse
Explanation of Responses:
1. Represents restricted stock units ("RSUs") granted pursuant to the 2021 Equity Incentive Plan (the "Plan") which can only be settled with shares of common stock. 25% of the award will vest on May 20, 2023, and then 1/12 of the award vest on each Quarterly Vesting Date thereafter, subject to the Reporting Person's continued service to the Issuer through such date.
2. Represents RSUs granted pursuant to the Plan which can only be settled with shares of common stock. 100% of the award will vest on December 13, 2022, subject to the Reporting Person's continued service to the Issuer through such date.
3. Represents restricted stock granted pursuant to the Plan. 100% of the award vested on the date of grant.
4. In an exempt disposition to the Issuer under Rule 16b-3(e), the Reporting Person remitted shares to the Issuer in connection with the satisfaction of tax withholding obligations arising out of the vesting of restricted stock.
5. Represents shares held by Mare's Leg Capital, LLC ("Mare's Leg"). Mare's Leg is an entity wholly owned by Mr. Wolff and his spouse Julie Wolff.
6. 25% of the shares subject to the Option will vest on May 20, 2023, and then 1/12 of the shares subject to the Option vest on each Quarterly Vesting Date thereafter, subject to the Reporting Person's continued service to the Issuer through such date.
Remarks:
/s/ Julie Wolff, Attorney-in-fact on behalf of Benjamin G. Wolff 05/23/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.