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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 03/31/2023 D 49,425(1) D $0.00 5,431 I By spouse
Common Stock 06/14/2022 A 195,059 A $0.00 3,652,725(2) D
Common Stock 9,798,714 I See footnote(3)
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) $1.24 03/31/2023 D 70,527 (4) 03/22/2030 Common Stock 70,527 $0.00 211,580 I By spouse
Stock Option (right to buy) $4.09 03/31/2023 D 78,128 (5) 05/20/2032 Common Stock 78,128 $0.00 0 I By spouse
Explanation of Responses:
1. Effective March 31, 2023, the spouse of the Reporting Person ceased her employment with the Issuer. In connection with her departure, the spouse of the Reporting Person forfeited 49,425 restricted share units ("RSUs") that had previously been reported in Table 1. These forfeited RSUs have been deducted from the amount of shares beneficially owned by the spouse of the Reporting Person in column 5.
2. Includes 195,059 RSUs, each RSU representing the right to receive one share of common stock of the Issuer. The RSUs will vest on the earlier of (i) the first anniversary of the date the award is granted or (ii) the day prior to the date of the next annual meeting of the Issuer's stockholders following the date the award was granted, in each case, subject to the Reporting Person continuing to be a Service Provider through the applicable vesting date.
3. 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.
4. Effective March 31, 2023, the spouse of the Reporting Person ceased her employment with the Issuer. In connection with her departure, the spouse of the Reporting Person forfeited 70,527 stock options (the "Options") that had previously been reported in Table II. These forfeited Options have been deducted from the amount of shares beneficially owned by the spouse of the Reporting Person in column 9.
5. Effective March 31, 2023, the spouse of the Reporting Person ceased her employment with the Issuer. In connection with her departure, the spouse of the Reporting Person forfeited 78,128 Options that had previously been reported in Table II. These forfeited Options have been deducted from the amount of shares beneficially owned by the spouse of the Reporting Person in column 9.
Remarks:
/s/ Stephen Sonne, Attorney-in-fact on behalf of Benjamin G. Wolff 06/16/2023
** 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.