UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

John Bateman

CPMG, Inc.

4215 West Lovers Ln, Suite 100

Dallas, Texas 75209

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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1	NAMES OF REPORTING PERSONS
	CPMG, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,328,867
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,328,867
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,328,867
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) This amount includes 67,577 Shares (as defined herein) that are obtainable upon exercise of options granted to the Reporting Person.

 

 

This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Stock, $0.00001 par value per share (the “Shares”), of PROCEPT BioRobotics Corporation (the “Issuer” or the “Company”), whose principal executive offices are located at 900 Island Drive, Redwood City, California 94065. This Amendment No. 4 amends and supplements the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on September 27, 2021, as amended by Amendment No. 1 filed with the SEC on September 8, 2022, Amendment No. 2 filed with the SEC on September 13, 2022, and Amendment No. 3 filed with the SEC on November 16, 2022 (collectively, “the Schedule 13D”).  Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings given them in the Schedule 13D.

 

 

 

(a, b) As of the date hereof, CPMG may be deemed to be the beneficial owner of 5,328,867 Shares (approximately 11.9% of the total number of Shares outstanding).  This amount includes: (i) 5,029,869 Shares held for the account of WTP; (ii) 258,470 Shares held for the account of Mallard Fund; and (iii) 40,528 Shares held for the account of Kestrel Fund. CPMG is the general partner and investment manager of each of WTP, Mallard Fund and Kestrel Fund.

 

As of the date hereof, Mr. Desai may be deemed to be the beneficial owner of 5,558,913 Shares (approximately 12.4% of the total number of Shares outstanding). This amount includes: (i) 5,328,867 Shares beneficially owned by CPMG; (ii) 54,883 Shares held directly by Mr. Desai; (iii) 107,586 Shares held by The 2:22 DNA Trust; and (iv) 67,577 Shares that are obtainable upon exercise of options granted to Mr. Desai.

 

As of the date hereof, WTP may be deemed the beneficial owner of 5,029,869 Shares (approximately 11.2% of the total number of Shares outstanding) held for its account.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

December 7, 2022

 

Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001)

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