| 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
Vicarious Surgical Inc. [ RBOT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/17/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/23/2021 |
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 | ||||||
| Class A Common Stock | 09/17/2021 | A | 13,436,810 | A | (1) | 13,436,810 | D(2) | |||
| Class A Common Stock | 09/17/2021 | P(3) | 333,333 | A | $10 | 13,770,143 | D(2) | |||
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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)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. In connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 15, 2021, by and among D8 Holdings Corp. ("D8"), Snowball Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of D8 ("Merger Sub"), and Vicarious Surgical Inc., a Delaware corporation ("Vicarious"), pursuant to which Merger Sub merged with and into Vicarious, with Vicarious surviving as a wholly-owned subsidiary of D8 (which changed its name to "Vicarious Surgical Inc.", the "Issuer"), these shares were received in exchange for 3,313,025 Series A1 Preferred Stock, 456,520 Series A2 Preferred Stock and 304,302 Series A3 Preferred Stock of Vicarious (such transactions, the "Closing"). |
| 2. Dror Berman is a managing partner at Innovation Endeavors III LP and may be deemed to share voting and dispositive power over the shares held by Innovation Endeavors III LP. Such persons and entities disclaim beneficial ownership of shares held by Innovation Endeavors III LP, except to the extent of any pecuniary interest therein. |
| 3. Innovation Endeavors III LP purchased 333,333 shares of Class A common stock from the Issuer, at a price of $10.00 per share, in a private placement immediately prior to the Closing. |
| Remarks: |
| This Form 4 amendment is being filed to include the 333,333 shares of Class A common stock purchased by Innovation Endeavors III LP from the Issuer, at a price of $10.00 per share, in a private placement immediately prior to the Closing. This Form 4 amendment is intended to replace, in its entirety, the Form 4 filed on September 23, 2021. |
| /s/ June Morris, Attorney-in-Fact | 06/03/2022 | |
| /s/ June Morris, Attorney-in-Fact | 06/03/2022 | |
| ** 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. | ||