Sec Form 4 Filing - McGaughy R Kent Jr @ PROCEPT BioRobotics Corp - 2022-11-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McGaughy R Kent Jr 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) (Last) (First) (Middle) 4215 WEST LOVERS LN., STE 100 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2022 (Street) DALLAS, TX75209 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/14/2022 J( 2 ) 1,729,482 D $ 0 6,993,137( 2 ) I By White Tailed Ptarmigan, LP( 1 ) Common Stock 27,019( 3 ) I By Kestrel Fund, LP( 1 ) Common Stock 172,313( 3 ) I By Mallard Fund, L.P.( 1 ) Common Stock 228,083( 3 ) I By Lagos Trust( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McGaughy R Kent Jr 4215 WEST LOVERS LN., STE 100 DALLAS, TX75209 X CPMG Inc 4215 WEST LOVERS LN., STE 100 DALLAS, TX75209 X White Tailed Ptarmigan, LP 4215 WEST LOVERS LN., SUITE 100 DALLAS, TX75209 X Signatures /s/ John Bateman, as Chief Operating Officer of CPMG, Inc. 11/16/2022 Signature of Reporting Person Date /s/ Kent McGaughy, Jr. 11/16/2022 Signature of Reporting Person Date /s/ John Bateman, as Chief Operating Officer of CPMG, Inc., the General Partner of White Tailed Ptarmigan, LP 11/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )CPMG, Inc. is the general partner and investment manager of each of White Tailed Ptarmigan, LP, Kestrel Fund, L.P., and Mallard Fund, L.P. (collectively, the "CPMG Funds"). In such capacities,CPMG, Inc. may be deemed to have voting and investment control over the shares beneficially owned by the CPMG Funds. Antal Desai, a member of the Issuer's board of directors, and Kent McGaughy, Jr., each of whom is a shareholder andmanaging partner of CPMG, Inc., may be deemed to share voting and investment power with respect to the shares beneficially owned by the CPMG Funds. Each of Mr. Desai and Mr. McGaughy, Jr. disclaims beneficial ownership of the sharesbeneficially owned by the CPMG Funds except to the extent of any pecuniary interest therein. Antal Desai reports his beneficial ownership of these shares on a separate Form 4. ( 2 )On November 14, 2022, White Tailed Ptarmigan, LP distributed shares on a pro rata basis, for no consideration, including 233,056 shares that were distributed in transactions exempt from Section 16 under Rule 16a-13. ( 3 )Includes shares previously held indirectly through White Tailed Ptarmigan, LP, which were distributed on a pro rata basis, for no consideration, on November 14, 2022, in a transaction exempt from Section 16 under Rules 16a-9 and 16a-13. ( 4 )Mr. McGaughy, Jr. is a trustee of Lagos Trust. Mr. McGaughy, Jr. disclaims beneficial ownership of the shares beneficially owned by Lagos Trust except to the extent of any pecuniary interest therein.

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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