Sec Form 4 Filing - Neely Rick @ 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 Neely Rick 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 47827 HALYARD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2020 (Street) PLYMOUTH, MI48170 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 12/21/2020( 1 ) D 15,182 D $ 7 0 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 Director Stock Option (right to buy) $ 7.78 12/21/2020 D 9,570 ( 2 ) 12/01/2025 Common Stock 9,570 ( 2 ) 0 D Directors Stock Option (right to buy) $ 14.01 12/21/2020 D 8,000 ( 3 ) 02/03/2024 Common Stock 8,000 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Neely Rick 47827 HALYARD DRIVE PLYMOUTH, MI48170 X Signatures /s/Bill Roeschlein on behalf of C. Richard Neely 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 LLC and Odyssey Acquisition Corp. for $7.00 per share in cash on the effective date of the merger. ( 2 )This option, which provided for vesting in three equal annual installments beginning December 1, 2016, was cancelled pursuant to the Merger Agreement without payment of any consideration because the exercise price was greater than the $7.00 per share merger consideration. ( 3 )This option, which provided for vesting in four equal annual installments beginning February 3, 2015, was cancelled pursuant to the Merger Agreement without payment of any consideration because the exercise price was greater than the $7.00 per share merger consideration.

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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