Sec Form 3 Filing - Waters Kevin @ PROCEPT BioRobotics Corp - 2021-09-14

FORM 3 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 Waters Kevin 2. Issuer Name and Ticker or Trading Symbol PROCEPT BioRobotics Corp [ PRCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP, CFO (Last) (First) (Middle) C/O PROCEPT BIOROBOTICS CORPORATION, 900 ISLAND DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2021 (Street) REDWOOD CITY, CA94065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 52,631 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 (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 Stock Option (Right to Buy) $ 4.5125 ( 1 ) 10/23/2028 Common Stock 207,717 D Stock Option (Right to Buy) $ 5.1775 ( 2 ) 08/10/2028 Common Stock 70,219 D Stock Option (Right to Buy) $ 4.56 ( 3 ) 12/12/2029 Common Stock 70,990 D Stock Option (Right to Buy) $ 7.2675 ( 4 ) 06/22/2031 Common Stock 86,315 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Waters Kevin C/O PROCEPT BIOROBOTICS CORPORATION 900 ISLAND DRIVE REDWOOD CITY, CA94065 Senior VP, CFO Signatures /s/ Alaleh Nouri, Attorney-in-Fact for Kevin Waters 09/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Stock option was granted on October 23, 2018 and vests 25% on the first anniversary of the vesting commencement date of October 8, 2018, and the remainder vest on the monthly anniversary over a four year period thereafter, subject continued employment or service to the Issuer through the applicable vesting date. ( 2 )The Stock option was granted on August 10, 2020 and vests 12.5% on the sixth month anniversary of August 1, 2020 and the remainder vests monthly over a four year period thereafter, subject continued employment or service to the Issuer through the applicable vesting date. ( 3 )The Stock option was granted on December 12, 2019 and vests on each monthly anniversary of the grant date over a four year period, subject continued employment or service to the Issuer through the applicable vesting date. ( 4 )The Stock option was granted on June 22, 2021 and vests 25% on the on the 6 month anniversary of the grant date and the remaining shares vest on each monthly anniversary over a four year period thereafter, subject continued employment or service to the Issuer through the applicable vesting date.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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).

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