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SEC FORM 3 SEC Form 3
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 		 
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1. Name and Address of Reporting Person*
Wolff Benjamin G
(Last) (First) (Middle)
C/O SARCOS TECHNOLOGY AND ROBOTICS CORP
360 WAKARA WAY
(Street)
SALT LAKE CITY UT 84108
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2021 		3. Issuer Name and Ticker or Trading Symbol
Sarcos Technology & Robotics Corp [ STRC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
 5. 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 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 14,548,714(1)(2) I See footnote(3)
Common Stock 5,416,427(1)(2)(4) 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) (5) 03/22/2030 Common Stock 282,107 1.24 I By spouse
Stock Option (right to buy) (6) 05/11/2031 Common Stock 1,025,844 8.79 D
Explanation of Responses:
1. Reflects shares of common stock, of Sarcos Technology and Robotics Corporation ("Sarcos"), acquired on September 24, 2021, upon the completion of the merger (the "Business Combination") pursuant to the Agreement and Plan of Merger, dated as of April 5, 2021, as amended on August 28, 2021, by and among Sarcos Corp., Rotor Merger Sub Corp. and Rotor Acquisition Corp. (the "Merger Agreement").
2. At the effective time of the Business Combination (the "Effective Time"), (i) each share of Sarcos Corp. common stock outstanding immediately prior to the Effective Time was converted into the right to receive approximately 5.129222424 shares of the common stock of Sarcos, subject to rounding.
3. Represents shares of common stock held by Mares Leg Capital, LLC, an entity wholly owned by Mr. Wolff and his spouse Julie Wolff.
4. Represents 5,129,222 shares of common stock and 287,205 restricted stock units ("RSUs"), each RSU representing the right to receive one share of common stock of Sarcos, that will vest upon satisfaction of a liquidity event requirement satisfied on the earliest to occur of the twelve months following the closing of an IPO of the Issuer's equity securities pursuant to an effective registration statement, immediately prior to a change in control transaction or immediately prior to an acquisition of the common stock of the company. The Issuer's Board of Directors has waived the deemed the liquidity event requirement conditions satisfied effective as of the of the Business Combination.
5. 1/4 of the shares subject to the option vested on March 23, 2021 and 1/48 of the shares subject to the option vest monthly thereafter.
6. 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.
Remarks:
/s/ Julie Wolff, Attorney-in-fact on behalf of Benjamin G. Wolff 09/24/2021
** 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 Julie Wolff the undersigneds
true and lawful attorney-in-fact to:

1.	execute for and on behalf of the undersigned, in the undersigneds capacity as
an officer and/or director 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-facts 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 undersigneds 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 undersigneds 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 8th day of September, 2021.



Signature: /s/ 	Benjamin G. Wolff
Name:	Benjamin G. Wolff