CPMG Form 4 PROCEPT BioRobotics / R Kent McGaughy Jr ownership change

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

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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^*

CPMG Inc

(Last) (First) (Middle)

2000 MCKINNEY AVE, SUITE 2125

(Street)

DALLAS TX 75201

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	09/17/2021		C		10,084,910	A	(1)	10,782,662	I	By White Tailed Ptarmigan, LP(2)
Common Stock	09/17/2021		P		440,000(3)	A	$25	11,222,662	I	By White Tailed Ptarmigan, LP(2)

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
Series D Convertible Preferred Stock	(1)	09/17/2021		C			4,712,969	(1)	(1)	Common Stock	4,712,969	(1)	0	I	By White Tailed Ptarmigan, LP(2)
Series E Convertible Preferred Stock	(1)	09/17/2021		C			3,038,934	(1)	(1)	Common Stock	3,038,934	(1)	0	I	By White Tailed Ptarmigan, LP(2)
Series F Convertible Preferred Stock	(1)	09/17/2021		C			2,060,802	(1)	(1)	Common Stock	2,060,802	(1)	0	I	By White Tailed Ptarmigan, LP(2)
Series G Convertible Preferred Stock	(1)	09/17/2021		C			272,205	(1)	(1)	Common Stock	272,205	(1)	0	I	By White Tailed Ptarmigan, LP(2)

1. Name and Address of Reporting Person^*

CPMG Inc

(Last) (First) (Middle)

2000 MCKINNEY AVE, SUITE 2125

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

McGaughy R Kent Jr

(Last) (First) (Middle)

C/O 2000 MCKINNEY AVE, SUITE 2125

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

White Tailed Ptarmigan, LP

(Last) (First) (Middle)

C/O 2000 MCKINNEY AVE, SUITE 2125

(Street)

DALLAS TX 75201

(City) (State) (Zip)

Explanation of Responses:

1. 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 converted automatically into one share of Common Stock upon the closing of the Issuer's initial public offering. These shares had no expiration date.

2. CPMG, Inc. is the general partner of White Tailed Ptarmigan, LP and has voting and investment control over the shares beneficially owned by White Tailed Ptarmigan, LP. 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. Each of Mr. Desai and Mr. McGaughy, Jr. disclaims beneficial ownership of the shares beneficially owned by White Tailed Ptarmigan, LP except to the extent of any pecuniary interest therein. Antal Desai is separately reporting his deemed indirect ownership of the shares held by White Tailed Ptarmigan, LP.

3. Represents a purchase in the Issuer's public offering.

Remarks:

	/s/ John Bateman, as Chief Operating Officer of CPMG, Inc.	09/21/2021
	/s/ Kent McGaughy, Jr.	09/21/2021
	/s/ John Bateman, as Chief Operating Officer of CPMG, Inc., the General Partner of White Tailed Ptarmigan, LP	09/21/2021
	** 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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