Sec Form 3 Filing - PEDERSEN JORGEN @ Sarcos Technology & Robotics Corp - 2022-04-25

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PEDERSEN JORGEN
2. Issuer Name and Ticker or Trading Symbol
Sarcos Technology & Robotics Corp [ STRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O SARCOS TECHNOLOGY AND ROBOTICS CORP, 650 SOUTH 500 WEST, SUITE 150
3. Date of Earliest Transaction (MM/DD/YY)
04/25/2022
(Street)
SEATTLE, WA84101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 6,184,828( 1 )( 2 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PEDERSEN JORGEN
C/O SARCOS TECHNOLOGY AND ROBOTICS CORP
650 SOUTH 500 WEST, SUITE 150
SEATTLE, WA84101
Chief Operating Officer
Signatures
/s/ Steve Sonne, attorney-in-fact on behalf of Jorgen Pedersen 05/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares of common stock of Sarcos Technology and Robotics Corporation ("Sarcos") acquired on April 25, 2022, upon the completion of the acquisition of RE2, Inc., and pursuant to the Agreement and Plan of Reorganization (the "Merger Agreement") with Spiral Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Sarcos, and Spiral Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Sarcos, RE2, Inc., a Pennsylvania corporation, and Draper Triangle Ventures III, LP, a Delaware limited partnership, solely in its capacity as the agent for and on behalf of the shareholders of RE2 under the Merger Agreement. The Merger Agreement and the transactions contemplated therein, including the issuance of stock consideration, were approved by the board of directors of Sarcos.
( 2 )The shares of common stock include (a) 1,400,000 shares subject to a right of redemption of Sarcos in the event of the reporting person's resignation without good reason or termination for cause (as such terms are defined in the reporting person's employment agreement) pursuant to that certain Redemption Rights Agreement, dated March 27, 2022, between the reporting person and Sarcos and (b) 64,844 shares to be held in escrow for a period of eighteen months pursuant to the Merger Agreement for the satisfaction of certain indemnification and purchase price adjustment provisions thereof.

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