SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CPMG Inc

(Last)

(First)

(Middle)

2000 MCKINNEY AVE, SUITE 2125

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2021

3. Issuer Name and Ticker or Trading Symbol
PROCEPT BioRobotics Corp [ PRCT ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	697,752	I	By White Tailed Ptarmigan, LP⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	4,712,969	⁽²⁾	I	By White Tailed Ptarmigan, LP⁽¹⁾
Series E Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,038,934	⁽²⁾	I	By White Tailed Ptarmigan, LP⁽¹⁾
Series F Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,060,802	⁽²⁾	I	By White Tailed Ptarmigan, LP⁽¹⁾
Series G Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	272,205	⁽²⁾	I	By White Tailed Ptarmigan, LP⁽¹⁾

1. Name and Address of Reporting Person^*

CPMG Inc

(Last)

(First)

(Middle)

2000 MCKINNEY AVE, SUITE 2125

(Street)

DALLAS

75201

(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^*

White Tailed Ptarmigan, LP

(Last)

(First)

(Middle)

C/O 2000 MCKINNEY AVE, SUITE 2125

(Street)

DALLAS

75201

(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^*

McGaughy R Kent Jr

(Last)

(First)

(Middle)

C/O 2000 MCKINNEY AVE, SUITE 2125

(Street)

DALLAS

75201

(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. 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.

2. 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 (collectively, the "Preferred Stock") will convert automatically into one share of Common Stock upon the closing of the Issuer's initial public offering. These shares have no expiration date.

Remarks:

	/s/ John Bateman, as Attorney-in-Fact for CPMG, Inc.	09/14/2021
	/s/ John Bateman, as Attorney-in-Fact for White Tailed Ptarmigan, LP	09/14/2021
	/s/ Kent McGaughy, Jr.	09/14/2021
	** 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 5 (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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