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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kelly William John

(Last)

(First)

(Middle)

C/O VICARIOUS SURGICAL INC.

78 FOURTH AVENUE

(Street)

WALTHAM

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2024

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

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)
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)
Class A Common Stock	07/01/2024		J⁽¹⁾		1,083	D	$0	12,810	D
Class A Common Stock	09/03/2024		S⁽²⁾		186	D	$5.7962⁽³⁾	12,624	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)
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)
Stock Option (right to buy)	$53.9383	07/01/2024		J⁽¹⁾			17,072	⁽⁴⁾	02/24/2031	Common Stock	34,143⁽⁵⁾	$0.00	17,071	D
Stock Option (right to buy)	$373.5	07/01/2024		J⁽¹⁾			1,737	⁽⁶⁾	11/22/2031	Common Stock	3,472⁽⁵⁾	$0.00	1,735	D

Explanation of Responses:

1. The reported transactions involve the reporting person's transfer of shares and stock options to his ex-spouse pursuant to a divorce decree. The shares and stock options owned by the ex-spouse are not beneficially owned by the reporting person.

2. The sales reported in this Form 4 were effected to cover tax withholding obligations in connection with the vesting of restricted stock units that were granted on June 2, 2021.

3. This figure is the weighted average sales price of multiple trades ranging from $5.56 to $6.27 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.

4. The shares underlying this option vest subject to the reporting person's continued service as follows :8,538 vested on January 29, 2022, with the remainder vesting in equal monthly installments over the following 36-month period.

5. On June 12, 2024, the Issuer effected a 1-for-30 reverse stock split (the "Reverse Stock Split") on its Common Stock. The figures reported have been adjusted to reflect the Reverse Stock Split.

6. The shares underling this option vest subject to the reporting person's continued service as follows: 218 vested on December 20, 2021, with the remainder vesting in equal monthly installments over the following 36-month period.

	/s/ Erin Checka, Attorney-in-Fact	09/05/2024
	** 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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