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^*

Zadno Reza

(Last)

(First)

(Middle)

C/O PROCEPT BIOROBOTICS CORPORATION

900 ISLAND DRIVE

(Street)

REDWOOD CITY

94065

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2021

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

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

X	Director	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	52,631	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,394	⁽¹⁾	D
Stock Option (Right to Buy)	⁽²⁾	02/20/2030	Common Stock	1,318,258	$4.37	D
Stock Option (Right to Buy)	⁽³⁾	08/10/2020	Common Stock	254,477	$5.1775	D
Stock Option (Right to Buy)	⁽⁴⁾	06/22/2031	Common Stock	172,630	$7.2675	D

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 (collectively, the "Preferred Stock") will convert automatically into one share of Common Stock upon the closing of the Issuer's initial public offering. These shares have no expiration date.

2. The Stock option was granted on February 20, 2020 and vests 25% on the anniversary of the vesting commencement date of February 1, 2020 and the remaining shares vest on each monthly anniversary over a 3 year period thereafter, subject continued employment or service to the Issuer through the applicable vesting date.

3. The Stock option was granted on August 10, 2020 and vests 12.5% on the 6 month anniversary of the vesting commencement date of August 1, 2020 and the remaining shares vest on each monthly anniversary over a 3.5 year period thereafter, subject continued employment or service to the Issuer through the applicable vesting date.

4. The Stock option was granted on June 22, 2021 and vests 25% on the sixth month anniversary of the vesting commencement date of June 22, 2021 and the reaming shares vest on each monthly anniversary over a 4 year period thereafter, subject continued employment or service to the Issuer through the applicable vesting date

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Alaleh Nouri, Attorney-in-Fact for Reza Zadno, MD	09/14/2021
	** 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.
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