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

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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^*

VIKING GLOBAL INVESTORS LP

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/17/2021		C		3,407,028	A	⁽⁵⁾	3,715,170	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	09/17/2021		C		678,985	A	⁽⁶⁾	4,394,155	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	09/17/2021		C		113,737	A	⁽⁷⁾	4,507,892	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	09/17/2021		P		400,000	A	$35	400,000	I	See Explanation of Responses⁽¹⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series E Preferred Stock	⁽⁵⁾	09/17/2021		C			3,407,028	⁽⁵⁾	⁽⁵⁾	Common Stock	3,407,028	$0	0	I	See Explanation Responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Series F Preferred Stock	⁽⁶⁾	09/17/2021		C			678,985	⁽⁶⁾	⁽⁶⁾	Common Stock	678,985	$0	0	I	See Explanation Responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Series G Preferred Stock	⁽⁷⁾	09/17/2021		C			113,737	⁽⁷⁾	⁽⁷⁾	Common Stock	113,737	$0	0	I	See Explanation Responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

VIKING GLOBAL INVESTORS LP

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Viking Global Opportunities Illiquid Investments Sub-Master LP

(Last)

(First)

(Middle)

MORGAN STANLEY SERVICES (CAYMAN)

CRICKET SQ., HUTCHINS DR., P.O. BOX 2681

(Street)

GRAND CAYMAN

KY1-1111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Viking Global Opportunities Portfolio GP LLC

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Viking Global Opportunities GP LLC

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HALVORSEN OLE ANDREAS

(Last)

(First)

(Middle)

C/O VIKING GLOBAL INVESTORS LP

280 PARK AVE 35TH

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Ott David C.

(Last)

(First)

(Middle)

C/O VIKING GLOBAL INVESTORS LP

280 PARK AVE 35TH

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Shabet Rose Sharon

(Last)

(First)

(Middle)

C/O VIKING GLOBAL INVESTORS LP

280 PARK AVE 35TH

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DRAGSA 88 LLC

(Last)

(First)

(Middle)

55 RAILROAD AVE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI") and Viking Global Opportunities GP LLC ("Opportunities GP"), the sole owner of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"). VGI provides managerial services to various investment funds and vehicles, including Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund") and DRAGSA 88 LLC ("DRAGSA 88"). Each of VGI, Mr. Halvorsen, Mr. Ott and Ms. Shabet (collectively the "Reporting Persons") may be deemed to beneficially own all of the securities reported on this form.

2. These shares are held directly by Opportunities Fund. VGI provides managerial services to Opportunities Fund. Because of the relationship between VGI and Opportunities Fund, VGI may be deemed to beneficially own the shares held directly by Opportunities Fund.

3. Opportunities Portfolio GP is the general partner of Opportunities Fund. Because of the relationship between Opportunities Portfolio GP and Opportunities Fund, Opportunities Portfolio GP may be deemed to beneficially own the shares held directly by Opportunities Fund. Opportunities GP is the sole owner of Opportunities Portfolio GP. Because of the relationship between Opportunities GP and Opportunities Portfolio GP, Opportunities GP may be deemed to beneficially own the shares held directly by Opportunities Fund.

4. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

5. The Series E Preferred Units were convertible into shares of Common Stock on a 1:1 basis, at the Reporting Person's election, without payment of further consideration, and automatically converted immediately prior to the closing of the initial public offering (the "Closing") of PROCEPT BioRobotics Corp (the "Issuer"). The shares had no expiration date.

6. The Series F Preferred Units were convertible into shares of Common Stock on a 1:1 basis, at the Reporting Person's election, without payment of further consideration, and automatically converted immediately prior to the Closing. The shares had no expiration date.

7. The Series G Preferred Units were convertible into shares of Common Stock on a 1:1 basis, at the Reporting Person's election, without payment of further consideration, and automatically converted immediately prior to the Closing. The shares had no expiration date.

8. These shares are held directly by DRAGSA 88. VGI provides managerial services to DRAGSA 88. Because of the relationship between VGI and DRAGSA 88, VGI may be deemed to beneficially own the shares held directly by DRAGSA 88.

9. The membership interests of DRAGSA 88 are held by Viking Global Opportunities Intermediate LP and Viking Global Opportunities LP. Opportunities GP is the general partner of Viking Global Opportunities LP and Viking Global Opportunities Intermediate LP. Because of the relationship between Opportunities GP and DRAGSA 88, Opportunities GP may be deemed to beneficially own the shares of Common Stock held directly by DRAGSA 88.

Remarks:

Scott M. Hendler is signing on behalf of Mr. Halvorsen, Mr. Ott and Ms. Shabet, each individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP (for itself and as manager of DRAGSA 88 LLC), and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to authorization and designation letters dated February 9, 2021, which were filed with the Securities and Exchange Commission on June 7, 2021.

	/s/ Scott M. Hendler signing on behalf of O. Andreas Halvorsen (10) (11)	09/21/2021
	/s/ Scott M. Hendler signing on behalf of David C. Ott (10) (11)	09/21/2021
	/s/ Scott M. Hendler signing on behalf of Rose S. Shabet (10) (11)	09/21/2021
	** Signature of Reporting Person	Date
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