SEC Filing | PROCEPT BioRobotics Corp

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Desai Antal Rohit

(Last)

(First)

(Middle)

C/O PROCEPT BIOROBOTICS CORPORATION

900 ISLAND DRIVE

(Street)

REDWOOD CITY

94065

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROCEPT BioRobotics Corp [ PRCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/17/2021		C		49,517	A	⁽¹⁾	49,517	I	By The 2:22 DNA Trust
Common Stock	09/17/2021		C		10,084,910	A	⁽¹⁾	10,782,662	I	By White Tailed Ptarmigan, LP⁽²⁾
Common Stock	09/17/2021		P		440,000⁽³⁾	A	$25	11,222,662	I	By White Tailed Ptarmigan, LP⁽²⁾
Common Stock	09/17/2021		C		52,640	A	⁽¹⁾	52,640	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Convertible Preferred Stock	⁽¹⁾	09/17/2021		C			35,220	⁽¹⁾	⁽¹⁾	Common Stock	35,220	⁽¹⁾	0	D
Series E Convertible Preferred Stock	⁽¹⁾	09/17/2021		C			7,284	⁽¹⁾	⁽¹⁾	Common Stock	7,284	⁽¹⁾	0	D
Series F Convertible Preferred Stock	⁽¹⁾	09/17/2021		C			7,468	⁽¹⁾	⁽¹⁾	Common Stock	7,468	⁽¹⁾	0	D
Series G Convertible Preferred Stock	⁽¹⁾	09/17/2021		C			2,668	⁽¹⁾	⁽¹⁾	Common Stock	2,668	⁽¹⁾	0	D
Series D Convertible Preferred Stock	⁽¹⁾	09/17/2021		C			39,164	⁽¹⁾	⁽¹⁾	Common Stock	39,164	⁽¹⁾	0	I	By The 2:22 DNA Trust
Series E Convertible Preferred Stock	⁽¹⁾	09/17/2021		C			9,104	⁽¹⁾	⁽¹⁾	Common Stock	9,104	⁽¹⁾	0	I	By The 2:22 DNA Trust
Series G Convertible Preferred Stock	⁽¹⁾	09/17/2021		C			1,249	⁽¹⁾	⁽¹⁾	Common Stock	1,249	⁽¹⁾	0	I	By The 2:22 DNA Trust
Series D Convertible Preferred Stock	⁽¹⁾	09/17/2021		C			4,712,969	⁽¹⁾	⁽¹⁾	Common Stock	4,712,969	⁽¹⁾	0	I	By White Tailed Ptarmigan, LP⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	09/17/2021		C			3,038,934	⁽¹⁾	⁽¹⁾	Common Stock	3,038,934	⁽¹⁾	0	I	By White Tailed Ptarmigan, LP⁽²⁾
Series F Convertible Preferred Stock	⁽¹⁾	09/17/2021		C			2,060,802	⁽¹⁾	⁽¹⁾	Common Stock	2,060,802	⁽¹⁾	0	I	By White Tailed Ptarmigan, LP⁽²⁾
Series G Convertible Preferred Stock	⁽¹⁾	09/17/2021		C			272,205	⁽¹⁾	⁽¹⁾	Common Stock	272,205	⁽¹⁾	0	I	By White Tailed Ptarmigan, LP⁽²⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock converted automatically into one share of Common Stock upon the closing of the Issuer's initial public offering. These shares had no expiration date.

2. Antal Desai, a member of our board of directors and a Partner of CPMG, Inc., along with Kent McGaughy, Jr., the sole shareholder and managing director of CPMG, Inc., may be deemed to share voting and investment power with respect to the shares beneficially owned by White Tailed Ptarmigan, LP. Mr. Desai disclaims beneficial ownership of the shares beneficially owned by White Tailed Ptarmigan, LP except to the extent of any pecuniary interest therein.

3. Represents a purchase in the Issuer's public offering.

Remarks:

	/s/ Alaleh Nouri, Attorney-in-Fact for Antal Rohit Desai	09/21/2021
	** 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 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.