Vicarious Surgical (RBOT) Form 4/A Vicarious Surgical / Philip Liang 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^*

Liang Philip

(Last) (First) (Middle)

C/O VICARIOUS SURGICAL INC.

78 FOURTH AVENUE

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vicarious Surgical Inc. [ RBOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/08/2023

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
Class A Common Stock	02/06/2023		P(1)		26,811	A	$3.05(2)	26,811	I	By E15 Fund III, LP(3)
Class A Common Stock								43,888	I	By Chelvey International Limited(4)
Class A Common Stock								330,001	I	By E15 Fund Advisors (HK) Limited(5)
Class A Common Stock								1,191,527	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. The Reporting Person's purchase of the Issuer's Class A common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended. The Reporting Person has agreed to pay to the Issuer, upon confirmation of settlement of the transaction, the full amount of the profit realized in connection with the transaction.

2. This figure is the weighted average sales price of multiple trades ranging from $3.02 to $3.0609 per share. The Reporting Person undertakes to provide the staff of the Securities Exchange Commission, Vicarious Surgical Inc. or any security holder of Vicarious Surgical Inc. full information about the number of shares sold at each separate price upon request.

3. Shares held directly by E15 Fund III, LP. The Reporting Person, as the managing partner of E15 Fund III, LP, may be deemed to share voting and dispositive power over the shares held by E15 Fund III, LP. The Reporting Person disclaims beneficial ownership of shares held by E15 Fund III, LP, except to the extent of any pecuniary interest therein.

4. Shares held directly by Chelvey International Limited. E15 Fund II, LP, the sole shareholder of Chelvey International Limited, may be deemed to have sole voting and dispositive power over the shares held by Chelvey International Limited. The Reporting Person, as the managing partner of E15 Fund II, LP, may be deemed to share voting and dispositive power over the shares held by E15 Fund II, LP. The Reporting Person disclaims beneficial ownership of shares held by E15 Fund II, LP, except to the extent of any pecuniary interest therein.

5. Shares held directly by E15 Fund Advisors (HK) Limited. The Reporting Person, as the managing partner of E15 Fund Advisors (HK) Limited, may be deemed to share voting and dispositive power over the shares held by E15 Fund Advisors (HK) Limited. The Reporting Person disclaims beneficial ownership of shares held by E15 Fund Advisors (HK) Limited, except to the extent of any pecuniary interest therein.

Remarks:

On February 8, 2023, the Reporting Person filed a Form 4 which inadvertently reported a transaction directly by the Reporting Person. In fact, the reported transaction was by E15 Fund III, LP, an entity affiliated with the Reporting Person, as reported in this amendment. This Form 4 amendment is intended to replace, in its entirety, the Form 4 filed on February 8, 2023.

	/s/ June Morris, Attorney-in-Fact	02/09/2023
	** 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).
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