Sec Form 4 Filing - Wolff Benjamin G @ Sarcos Technology & Robotics Corp - 2024-02-23

FORM 4 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 Wolff Benjamin G 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) PRESIDENT & CEO (Last) (First) (Middle) C/O SARCOS TECHNOLOGY AND ROBOTICS CORP, 650 SOUTH 500 WEST, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2024 (Street) SALT LAKE CITY, UT84101 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 02/23/2024 A( 1 ) 625,000 A $ 0 1,233,787 D Common Stock 383,119 I See footnote ( 2 ) Common Stock 904 I By Sppouse

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 Stock Option (right to buy) $ 52.74 02/27/2024 D V 170,974 ( 3 ) 05/11/2031 Common Stock 170,974 $ 0 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wolff Benjamin G C/O SARCOS TECHNOLOGY AND ROBOTICS CORP 650 SOUTH 500 WEST, SUITE 150 SALT LAKE CITY, UT84101 X PRESIDENT & CEO Signatures /s/ Benjamin G. Wolff 02/27/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a restricted stock award ("RSA"). 100% of the RSA vests February 23, 2025, subject to continued service through such date. ( 2 )Represents shares held by Mare's Leg Capital, LLC ("MLC"). MLC is an entity wholly owned by Mr. Wolff and his spouse Julie Wolff. ( 3 )Vests and becomes exercisable as to 25% of the grant on the one-year anniversary of the closing of the Business Combination, and as to 1/36th of the remaining portion of the grant at the end of each month thereafter, provided that 100% immediately vests and becomes exercisable upon the earlier of (i) a termination of service for reason other than a voluntary termination by Mr. Wolff that is not for "good reason" or a termination by Sarcos for cause, in either case, on or within the twelve (12) month period following the consummation of a change of control or (ii) the death of Mr. Wolff. ( 4 )On February 27, 2024, Mr. Wolff voluntarily cancelled an option to purchase 170,974 shares of the Common Stock held by Mr. Wolff. Mr. Wolff voluntarily cancelled his outstanding options in order to make more shares and options available under the Issuer's 2021 Equity Incentive Plan for employee recruiting and retention purposes.

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).

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