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* Waters Kevin (Last) (First) (Middle) C/O PROCEPT BIOROBOTICS CORPORATION 900 ISLAND DRIVE (Street) REDWOOD CITY CA 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) Director 10% Owner X Officer (give title below) Other (specify below) Senior VP, CFO	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	10/23/2028	Common Stock	207,717	$4.5125	D
Stock Option (Right to Buy)	(2)	08/10/2028	Common Stock	70,219	$5.1775	D
Stock Option (Right to Buy)	(3)	12/12/2029	Common Stock	70,990	$4.56	D
Stock Option (Right to Buy)	(4)	06/22/2031	Common Stock	86,315	$7.2675	D

Explanation of Responses:

1. The Stock option was granted on October 23, 2018 and vests 25% on the first anniversary of the vesting commencement date of October 8, 2018, and the remainder vest on the monthly anniversary over a four year period thereafter, subject continued employment or service to the Issuer through the applicable vesting date.

2. The Stock option was granted on August 10, 2020 and vests 12.5% on the sixth month anniversary of August 1, 2020 and the remainder vests monthly over a four year period thereafter, subject continued employment or service to the Issuer through the applicable vesting date.

3. The Stock option was granted on December 12, 2019 and vests on each monthly anniversary of the grant date over a four year period, 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 on the 6 month anniversary of the grant date and the remaining shares vest on each monthly anniversary over a four 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 Kevin Waters	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).
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