SEC FORM 4 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
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*
Desai Antal Rohit

(Last) (First) (Middle)
C/O PROCEPT BIOROBOTICS CORPORATION
900 ISLAND DRIVE

(Street)
REDWOOD CITY CA 94065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROCEPT BioRobotics Corp [ PRCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2022
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 09/09/2022 J(2) 986,640 D $0 8,955,675(2) I By White Tailed Ptarmigan, LP(1)
Common Stock 13,510(3) I By Kestrel Fund, L.P.(1)
Common Stock 86,156(3) I By Mallard Fund, L.P.(1)
Common Stock 68,866(3) I By The 2:22 DNA Trust(4)
Common Stock 54,641 D
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
Explanation of Responses:
1. Antal Desai, a member of the Issuer's board of directors, and Kent McGaughy, Jr., each of whom is a shareholder and managing director of CPMG, Inc., may be deemed to share voting and investment power with respect to the shares beneficially owned by each of White Tailed Ptarmigan, LP, Kestrel Fund, L.P. and Mallard Fund, L.P. (collectively, the "CPMG Funds") Mr. Desai disclaims beneficial ownership of the shares beneficially owned by the CPMG Funds except to the extent of any pecuniary interest therein. Kent McGaughy, Jr., CPMG, Inc. and White Tailed Ptarmigan, LP jointly report their beneficial ownership of these shares on a separate Form 4.
2. On September 9, 2022, White Tailed Ptarmigan, LP distributed shares on a pro rata basis, for no consideration, including 133,176 shares that were distributed in transactions exempt from Section 16 under Rule 16a-13.
3. Includes shares previously held indirectly through White Tailed Ptarmigan, LP, which were distributed on a pro rata basis, for no consideration, on September 9, 2022, in a transaction exempt from Section 16 under Rules 16a-9 and 16a-13.
4. Mr. Desai and his spouse serve as co-trustees of The 2:22 DNA Trust. Mr. Desai disclaims beneficial ownership of the shares beneficially owned by The 2:22 DNA Trust except to the extent of any pecuniary interest therein.
/s/ Antal Rohit Desai 09/13/2022
** 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.