Sec Form 4 Filing - CPMG Inc @ PROCEPT BioRobotics Corp - 2021-09-17

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 CPMG Inc 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) 2000 MCKINNEY AVE, SUITE 2125 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2021 (Street) DALLAS, TX75201 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 09/17/2021 C 10,084,910 A 10,782,662 I By White Tailed Ptarmigan, LP ( 2 ) Common Stock 09/17/2021 P 440,000 ( 3 ) A $ 25 11,222,662 I By White Tailed Ptarmigan, LP ( 2 )

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 Series D Convertible Preferred Stock ( 1 ) 09/17/2021 C 4,712,969 ( 1 ) ( 1 ) Common Stock 4,712,969 ( 1 ) 0 I By White Tailed Ptarmigan, LP ( 2 ) Series E Convertible Preferred Stock ( 1 ) 09/17/2021 C 3,038,934 ( 1 ) ( 1 ) Common Stock 3,038,934 ( 1 ) 0 I By White Tailed Ptarmigan, LP ( 2 ) Series F Convertible Preferred Stock ( 1 ) 09/17/2021 C 2,060,802 ( 1 ) ( 1 ) Common Stock 2,060,802 ( 1 ) 0 I By White Tailed Ptarmigan, LP ( 2 ) Series G Convertible Preferred Stock ( 1 ) 09/17/2021 C 272,205 ( 1 ) ( 1 ) Common Stock 272,205 ( 1 ) 0 I By White Tailed Ptarmigan, LP ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CPMG Inc 2000 MCKINNEY AVE, SUITE 2125 DALLAS, TX75201 X McGaughy R Kent Jr C/O 2000 MCKINNEY AVE, SUITE 2125 DALLAS, TX75201 X White Tailed Ptarmigan, LP C/O 2000 MCKINNEY AVE, SUITE 2125 DALLAS, TX75201 X Signatures /s/ John Bateman, as Chief Operating Officer of CPMG, Inc. 09/21/2021 Signature of Reporting Person Date /s/ Kent McGaughy, Jr. 09/21/2021 Signature of Reporting Person Date /s/ John Bateman, as Chief Operating Officer of CPMG, Inc., the General Partner of White Tailed Ptarmigan, LP 09/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 converted automatically into one share of Common Stock upon the closing of the Issuer's initial public offering. These shares had no expiration date. ( 2 )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. ( 3 )Represents a purchase in the Issuer's public offering.

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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