Sec Form 4 Filing - D8 Sponsor LLC @ Vicarious Surgical Inc. - 2021-09-17

Insider filing report for Changes in Beneficial Ownership
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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
D8 Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
Vicarious Surgical Inc. [ RBOT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director by Deputization
(Last) (First) (Middle)
UNIT 1008, 10/F, CHAMPION TOWER, 3 GARDEN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
09/17/2021
(Street)
CENTRAL, K300000
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
Class A common stock, par value $0.0001 per share 09/17/2021 M( 1 ) 8,535,000 A 8,535,000 ( 2 ) 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
Class B ordinary shares, par value $0.0001 per share ( 1 ) 09/17/2021 M( 1 ) 8,535,000 ( 1 ) ( 1 ) Class A ordinary shares 8,535,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
D8 Sponsor LLC
UNIT 1008, 10/F
CHAMPION TOWER, 3 GARDEN ROAD
CENTRAL, K300000
X X Director by Deputization
CHU DAVID
UNIT 1008, 10/F
CHAMPION TOWER, 3 GARDEN ROAD
CENTRAL, K300000
X
Tang Donald F
UNIT 1008, 10/F
CHAMPION TOWER, 3 GARDEN ROAD
CENTRAL, K300000
X
Signatures
/s/ Audrey Bae, as Attorney-in-Fact 09/21/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as D8 Holdings Corp. or "D8") and Vicarious Surgical Operating Co. (f/k/a Vicarious Surgical Inc.), among other things, (i) each of the then issued and outstanding Class B ordinary shares of D8 converted into Class A ordinary shares of D8 on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-239503), (ii) D8 migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Cayman Islands Companies Act (As Revised) (the "Domestication") and (iii) each of the issued and outstanding Class A ordinary shares of D8 converted into shares of the Issuer's (after the Domestication) Class A common stock.
( 2 )D8 Sponsor LLC is the record holder of the securities reported herein. David Chu and Donald Tang are the managers of D8 Sponsor LLC and share voting and investment discretion with respect to the shares of Class A common stock held of record by D8 Sponsor LLC. Each of the Messrs. Chu and Tang disclaims any beneficial ownership of the securities held by D8 Sponsor LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:
Prior to the Closing, Messrs. Chu and Tang served on the board of directors of D8. Mr. Chu stepped off of the board of directors at Closing. Mr. Tang is a director of the Issuer.

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