| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 03/05/2024 |
3. Issuer Name and Ticker or Trading Symbol
Sarcos Technology & Robotics Corp [ STRC ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 14,598(1)(2) | D | |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (3) | 12/15/2031 | Common Stock | 4,000 | 49.32 | D | |
| Stock Option (right to buy) | (4) | 05/20/2032 | Common Stock | 967 | 24.54 | D | |
| Stok Option (right to buy) | (5) | 03/29/2033 | Common Stock | 19,724 | 2.82 | D | |
| Explanation of Responses: |
| 1. Includes (1) 690 shares of common stock of the Issuer; (2) 800 restricted stock units ("RSUs") outstanding of the 1,600 RSUs granted pursuant to the 2021 Equity Incentive Plan (the "Plan") which can only be settled with shares of common stock, and 25% of the initial award vested on December 13, 2022, and thereafter 1/12 of the remaining portion of the award vest on each quarterly vesting date, subject to the Reporting Person's continued service to the Issuer through such date; |
| 2. (3) 254 RSUs outstanding of the 408 RSUs granted pursuant to the Plan which can only be settled with shares of common stock, and 25% of the initial award vested on May 20, 2023, and thereafter 1/12 of the remaining portion of the award vest on each quarterly vesting date, subject to the Reporting Person's continued service to the Issuer through such date; and (4) 12,854 RSUs granted pursuant to the Plan which can only be settled with shares of common stock, 25% of which will vest on March 29, 2024, and thereafter 1/12 of the remaining portion of the award will vest on each quarterly vesting date, subject to the Reporting Person's continued service to the Issuer through such date. |
| 3. 25% of the shares subject to the option vested on December 13, 2022, and thereafter 1/12 of the shares subject to the option shall vest on each quarterly vesting date, subject to the Reporting Person's continued service to the Issuer through such date. |
| 4. 25% of the shares subject to the option vested on May 20, 2023, and thereafter 1/12 of the shares subject to the option shall vest on each quarterly vesting date, subject to the Reporting Person's continued service to the Issuer through such date. |
| 5. 25% of the shares subject to the option will vest on March 29, 2024, and thereafter 1/12 of the shares subject to the option shall vest on each quarterly vesting date, subject to the Reporting Person's continued service to the Issuer through such date. |
| /s/ Stephen Sonne, attorney-in-fact on behalf of Trevor Thatcher | 03/13/2024 | |
| ** 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 5 (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. | ||
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Stephen Sonne the undersigned’s true and lawful attorney-in-fact to:
1.
execute for and on behalf of the undersigned, in the undersigned’s capacity as an affiliate of Sarcos Technology Robotics Corporation (the “Company”) Forms 3, 4 and 5 and amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934 (as amended) (the “Exchange Act”), as well as any reports on Schedules 13D or 13G and amendments thereto in accordance with Section 13 of the Exchange Act;
2.
do and perform any and all acts and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5, Schedule 13D or Schedule 13G, or any amendment thereto, and timely file such form and schedule with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and
3.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all invests and purposes as the undersigned might or could do if personal present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and/or Schedule 13D and 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorney-in-fact. This Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of March, 2024.
Signature:
/s/ Trevor Thatcher
Name:
Trevor Thatcher