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^*

Desai Antal Rohit

(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
	Officer (give title below)	Other (specify below)

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	697,752	I	By White Tailed Ptarmigan, LP⁽¹⁾

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 C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	35,220	⁽²⁾	D
Series E Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	7,284	⁽²⁾	D
Series F Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	7,468	⁽²⁾	D
Series G Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,668	⁽²⁾	D
Stock Option (Right to Buy)	⁽³⁾	09/18/2025	Common Stock	26,749	$1.33	D
Stock Option (Right to Buy)	⁽⁴⁾	04/26/2028	Common Stock	26,315	$4.5125	D
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	39,164	⁽²⁾	I	By The 2:22 DNA Trust
Series E Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	9,104	⁽²⁾	I	By The 2:22 DNA Trust
Series G Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,249	⁽²⁾	I	By The 2:22 DNA Trust
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	4,712,969	⁽²⁾	I	By White Tailed Ptarmigan, LP⁽¹⁾
Series E Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,038,934	⁽²⁾	I	By White Tailed Ptarmigan, LP⁽¹⁾
Series F Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,060,802	⁽²⁾	I	By White Tailed Ptarmigan, LP⁽¹⁾
Series G Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	272,205	⁽²⁾	I	By White Tailed Ptarmigan, LP⁽¹⁾

Explanation of Responses:

1. 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, Jr. disclaims beneficial ownership of the shares beneficially owned by White Tailed Ptarmigan, LP except to the extent of any pecuniary interest therein.

2. 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.

3. The option is fully vested and exercisable.

4. The Stock option was granted on April 26, 2018 and vests on each monthly anniversary of the grant date over a 4 year period, 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 Antal Desai	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).
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