SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Van Valkenburg Richard (Last) (First) (Middle) 47827 HALYARD DRIVE (Street) PLYMOUTH MI 48170 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PERCEPTRON INC/MI [ PRCP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) V.P Global Sales & Marketing
	3. Date of Earliest Transaction (Month/Day/Year) 12/21/2020
	4. 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 Acquired, Disposed of, or Beneficially Owned
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	12/21/2020(1)		D		19,007(2)	D	$7	19,007	D
Common Stock	12/21/2020(3)		A		6,557	A	$0.00	6,557	D
Common Stock	12/21/2020(3)		D		6,557	D	$7	0.00	D
Common Stock	12/21/2020(1)		D		25,000	D	$7	0.00	I(4)	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (right to buy)	$10.55	12/21/2020		D			1,000	(5)	09/03/2023	Common Stock	1,000	(5)	0.00	D
Employee Stock Option (right to buy)	$6.72	12/21/2020		D			20,000	(6)	01/03/2027	Common Stock	20,000	(6)	0.00	D
Employee Stock Option (right to buy)	$5.7	12/21/2020		D			375	(7)	09/04/2022	Common Stock	375	(7)	0.00	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Atlas Copco North America LLC and Odyssey Acquisition Corp. for $7.00 per share in cash on the effective date of the merger.

2. Includes 1,156 shares acquired under the Company's Employee Stock Purchase Plan since the reporting person's last report was filed.

3. Performance share unit awards that were granted in 2018 and 2019. Pursuant to the Merger Agreement, the performance share unit awards were accelerated and deemed earned at target for each performance period.

4. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. This option, which provided for vesting in four equal annual installments beginning September 3, 2014, was cancelled pursuant to the Merger Agreement without payment of any consideration because the exercise price was greater than the $7.00 per share merger consideration.

6. This option, which provided for vesting in three equal annual installments beginning January 3, 2018, was cancelled pursuant to the Merger Agreement and converted into the right to receive an amount in cash equal to (i) the difference between the $7.00 per share merger consideration and the exercise price of such stock option multiplied by (ii) the number of shares subject to such stock option.

7. This option, which provided for vesting in four equal annual installments beginning September 4, 2013, was cancelled pursuant to the Merger Agreement and converted into the right to receive an amount in cash equal to (i) the difference between the $7.00 per share merger consideration and the exercise price of such stock option multiplied by (ii) the number of shares subject to such stock option.

Remarks:

	/s/Bill Roeschlein on behalf of Richard Van Valkenburg	12/21/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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