| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PROCEPT BioRobotics Corp [ PRCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/09/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/09/2022 | J(2) | 986,640 | D | $0 | 8,955,675(2) | I | By White Tailed Ptarmigan, LP(1) | ||
| Common Stock | 13,510(3) | I | By Kestrel Fund, LP(1) | |||||||
| Common Stock | 86,156(3) | I | By Mallard Fund, L.P.(1) | |||||||
| Common Stock | 114,042(3) | I | By Lagos Trust(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. CPMG, Inc. is the general partner of White Tailed Ptarmigan, LP and the investment manager of each of Kestrel Fund, L.P. and Mallard Fund, L.P. (together with White Tailed Ptarmigan, LP, the "CPMG Funds"). In such capacities, CPMG, Inc. may be deemed to have voting and investment control over the shares beneficially owned by the CPMG Funds. Antal Desai, a member of the Issuer's board of directors, and Kent McGaughy, Jr., each of whom is a shareholder and managing director of CPMG, Inc., may be deemed to share voting and investment power with respect to the shares beneficially owned by the CPMG Funds. Each of Mr. Desai and Mr. McGaughy, Jr. disclaims beneficial ownership of the shares beneficially owned by the CPMG Funds except to the extent of any pecuniary interest therein. Antal Desai reports his beneficial ownership of these shares on a separate Form 4. |
| 2. On September 9, 2022, White Tailed Ptarmigan, LP distributed shares on a pro rata basis, for no consideration, including 133,176 shares that were distributed in transactions exempt from Section 16 under Rule 16a-13. |
| 3. Includes shares previously held indirectly through White Tailed Ptarmigan, LP, which were distributed on a pro rata basis, for no consideration, on September 9, 2022, in a transaction exempt from Section 16 under Rules 16a-9 and 16a-13. |
| 4. Mr. McGaughy, Jr. is trustee of Lagos Trust. Mr. McGaughy, Jr. disclaims beneficial ownership of the shares beneficially owned by Lagos Trust except to the extent of any pecuniary interest therein. |
| /s/ John Bateman, as Chief Operating Officer of CPMG, Inc. | 09/13/2022 | |
| /s/ Kent McGaughy, Jr. | 09/13/2022 | |
| /s/ John Bateman, as Chief Operating Officer of CPMG, Inc., the General Partner of White Tailed Ptarmigan, LP | 09/13/2022 | |
| ** 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. | ||