Sec Form 4 Filing - BRYANT JOHN F. @ PERCEPTRON INC/MI - 2020-12-21

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 BRYANT JOHN F. 2. Issuer Name and Ticker or Trading Symbol PERCEPTRON INC/MI [ PRCP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2100 THIRD AVENUE NORTH, SUITE 600, 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2020 (Street) BIRMINGHAM, AL35203 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, $0.01 par value 12/21/2020( 1 ) D 34,086 D $ 7 0 I See footnote ( 2 ) Common Stock, $0.01 par value 12/21/2020( 1 ) D 987,091 D $ 7 0 I See footnote ( 3 )

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 Director Stock Option (Right to Buy) $ 6.46 12/21/2020( 4 ) D 8,000 ( 5 ) ( 6 ) Common Stock, $0.01 par value 8,000 ( 5 ) 0 I See footnote ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BRYANT JOHN F. 2100 THIRD AVENUE NORTH, SUITE 600 BIRMINGHAM, AL35203 X X Harbert Discovery Fund, LP 2100 THIRD AVENUE NORTH, SUITE 600 BIRMINGHAM, AL35203 X HARBERT DISCOVERY FUND GP, LLC 2100 THIRD AVENUE NORTH, SUITE 600 BIRMINGHAM, AL35203 X HARBERT FUND ADVISORS, INC. 2100 THIRD AVENUE NORTH, SUITE 600 BIRMINGHAM, AL35203 X HARBERT MANAGEMENT CORP 2100 THIRD AVENUE NORTH, SUITE 600 BIRMINGHAM, AL35203 X LUCAS KENAN 2100 THIRD AVENUE NORTH, SUITE 600 BIRMINGHAM, AL35203 X HARBERT RAYMOND J 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM, AL35203 X Signatures /s/ John F. Bryant 12/21/2020 Signature of Reporting Person Date Harbert Discovery Fund, LP, By: Harbert Discovery Fund GP, LLC, its General Partner, By: Harbert Management Corporation, its Managing Member, By: /s/ John McCullough, Executive Vice President and General Counsel 12/21/2020 Signature of Reporting Person Date Harbert Discovery Fund GP, LLC, By: Harbert Management Corporation, its Managing Member, By: /s/ John McCullough, Executive Vice President and General Counsel 12/21/2020 Signature of Reporting Person Date Harbert Fund Advisors, Inc., By: /s/ John McCullough, Executive Vice President and General Counsel 12/21/2020 Signature of Reporting Person Date Harbert Management Corporation, By: /s/ John McCullough, Executive Vice President and General Counsel 12/21/2020 Signature of Reporting Person Date /s/ Kenan Lucas 12/21/2020 Signature of Reporting Person Date /s/ Raymond Harbert 12/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Issuer, Atlas Copco North America and Odyssey Acquisition Corp. for $7.00 per share in cash on the effective date of the merger. ( 2 )John F. Bryant ("Mr. Bryant") received these shares in lieu of a portion of his annual Board Compensation pursuant to the Directors Stock Purchase Rights under the 2004 Stock Incentive Plan, an exempt plan. These shares were assigned to Harbert Fund Advisors, Inc. ("HFA"), and are held in an affiliated brokerage account for the benefit of the investors of the Fund. ( 3 )These shares are held by Harbert Discovery Fund, LP (the "Fund") and may be deemed to be beneficially owned by (i) Harbert Discovery Fund GP, LLC (the "Fund GP"), the general partner of the Fund, (ii) HFA, the investment adviser to the Fund, (iii) Harbert Management Corporation ("HMC"), the managing member of the Fund GP, (iv) Mr. Bryant, a Senior Advisor of the Fund, and a Vice President and Senior Managing Director of HMC, (v) Kenan Lucas, the Managing Director and Portfolio Manager of the Fund GP and (v) Raymond Harbert, the controlling shareholder, Chairman and Chief Executive Officer of HMC. Mr. Bryant resigned as Director of the Issuer upon the effective date of the merger. ( 4 )These options were disposed of pursuant to the Merger Agreement on the effective date of the merger. ( 5 )One-third of the options vested and were exercisable beginning on September 1, 2017, one-third of the options vested and were exercisable beginning on September 1, 2018, and the final one-third of the options vested and were exercisable beginning on September 1, 2019. These options were cancelled pursuant to the Merger Agreement and converted into the right to receive an amount in cash equal to (i) the difference between the $7.00 per share merger consideration and the exercise price of such stock options multiplied by (ii) the number of shares subject to such stock options. ( 6 )The options were exercisable for a period of ten years from September 1, 2016, the date of the initial grant, unless earlier terminated due to the termination of the Mr. Bryant's service as a director of the Issuer. ( 7 )Mr. Bryant was granted an option to purchase 8,000 shares of Common Stock under the Issuer's 2004 Stock Incentive Plan. These options were assigned to HFA and are held in an affiliated brokerage account for the benefit of the investors of the Fund.

Remarks: Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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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