Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-
1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
PROCEPT BioRobotics Corporation
(Name of Issuer)
Common stock, $0.00001 par value per share
(Title of Class of Securities)
74276L105
(CUSIP Number)
September 17, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes)
CUSIP No. 74276L105
|
13G
|
Page 2 of 16 Pages
|
1
|
NAME OF REPORTING PERSON
Viking Global Investors LP |
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |
||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
4,907,892*
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
4,907,892*
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,907,892*
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%*
|
||||
12
|
TYPE OF REPORTING PERSON
PN
|
||||
* See Item 4
CUSIP No. 74276L105
|
13G
|
Page 3 of 16 Pages
|
1
|
NAME OF REPORTING PERSON
Viking Global Opportunities GP LLC |
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |
||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
4,907,892*
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
4,907,892*
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,907,892*
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%*
|
||||
12
|
TYPE OF REPORTING PERSON
OO
|
||||
* See Item 4
CUSIP No. 74276L105
|
13G
|
Page 4 of 16 Pages
|
1
|
NAME OF REPORTING PERSON
Viking Global Opportunities Portfolio GP LLC |
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |
||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
4,507,892*
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
4,507,892*
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,892*
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%*
|
||||
12
|
TYPE OF REPORTING PERSON
OO
|
||||
* See Item 4
CUSIP No. 74276L105
|
13G
|
Page 5 of 16 Pages
|
1
|
NAME OF REPORTING PERSON
Viking Global Opportunities Illiquid Investments Sub-Master LP |
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |
||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
4,507,892*
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
4,507,892*
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,892*
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%*
|
||||
12
|
TYPE OF REPORTING PERSON*
PN
|
||||
* See Item 4
CUSIP No. 74276L105
|
13G
|
Page 6 of 16 Pages
|
1
|
NAME OF REPORTING PERSON
O. Andreas Halvorsen
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |
||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Norway |
||||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
4,907,892*
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
4,907,892*
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,907,892*
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%*
|
||||
12
|
TYPE OF REPORTING PERSON*
IN
|
||||
* See Item 4
CUSIP No. 74276L105
|
13G
|
Page 7 of 16 Pages
|
1
|
NAME OF REPORTING PERSON
David C. Ott
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |
||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
4,907,892*
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
4,907,892*
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,907,892*
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%*
|
||||
12
|
TYPE OF REPORTING PERSON*
IN
|
||||
* See Item 4
CUSIP No. 74276L105
|
13G
|
Page 8 of 16 Pages
|
1
|
NAME OF REPORTING PERSON
Rose S. Shabet
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |
||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
||||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
4,907,892*
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
4,907,892*
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,907,892*
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%*
|
||||
12
|
TYPE OF REPORTING PERSON*
IN
|
||||
* See Item 4
CUSIP No. 74276L105
|
13G
|
Page 9 of 16 Pages
|
1
|
NAME OF REPORTING PERSON
DRAGSA 88 LLC |
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) |
||||
3
|
SEC USE ONLY
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
6
|
SHARED VOTING POWER
400,000*
|
||||
7
|
SOLE DISPOSITIVE POWER
0
|
||||
8
|
SHARED DISPOSITIVE POWER
400,000*
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000*
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%*
|
||||
12
|
TYPE OF REPORTING PERSON
PN
|
||||
* See Item 4
CUSIP No. 74276L105
|
13G
|
Page 10 of 16 Pages
|
Item 1(a). |
Name of Issuer:
|
PROCEPT BioRobotics Corporation
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
900 Island Drive, R
edwood City, CA, 94065
Item 2(a). |
Name of Person Filing:
|
Viking Global Investors LP (“VGI”),
Viking Global Opportunities GP LLC (“Opportunities GP”),
Viking Global Opportunities Portfolio GP LLC (“Opportunities Portfolio GP”),
Viking Global Opportunities Illiquid Investments Sub-Master LP (“VGOP”),
DRAGSA 88 LLC (“DRAGSA 88”),
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet (collectively, the “Reporting Persons”)
Item 2(b). |
Address of Principal Business Office or, if none, Residence:
|
The business address of each of the Reporting Persons is: 55 Railroad Avenue, Greenwich, Connecticut 06830.
Item 2(c). |
Citizenship:
|
VGI is a Delaware limited partnership; Opportunities GP and Opportunities Portfolio GP are Delaware limited liability companies; VGOP is a Cayman Islands exempted limited partnership; DRAGSA 88 is a Delaware limited
liability company; O. Andreas Halvorsen is a citizen of Norway; and David C. Ott and Rose S. Shabet are citizens of the United States.
Item 2(d). |
Titles of Classes of Securities:
|
Common stock, par value $0.00001 per share (“Common Stock”)
Item 2(e). |
CUSIP NUMBER: 74276L105
|
Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a) |
☐ Broker or dealer registered under Section 15 of the Exchange Act
|
(b) |
☐ Bank as defined in Section 3(a)(6) of the Exchange Act
|
(c) |
☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act
|
(d) |
☐ Investment company registered under Section 8 of the Investment Company Act of 1940
|
(e) |
☐ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E)
|
CUSIP No. 74276L105
|
13G
|
Page 11 of 16 Pages
|
(f) |
☐ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see
Rule 13d-1(b)(1)(ii)(F)
|
(g) |
☐ Parent holding company, in accordance with Rule 13d-1(b)(1)(ii)(G).
|
(h) |
☐ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
(i) |
☐ Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
|
(j) |
☐ Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
(k) |
☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
Item 4. |
Ownership:
|
The percentages set forth herein are based on 43,252,937 shares of Common Stock expected to be outstanding upon closing of the Issuer’s initial public offering on September 17, 2021, assuming the underwriters do not
exercise their option to purchase additional shares in full, according to the Issuer’s prospectus on Form 424B4 dated September 14, 2021.
A. |
VGI
|
(a) |
Amount beneficially owned: 4,907,892
|
(b) |
Percent of Class: 11.3%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 4,907,892
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 4,907,892
|
VGI provides managerial services to VGOP and DRAGSA 88. VGI has the authority to dispose of and vote the shares of Common Stock.
Based on Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), VGI may be deemed to beneficially own the shares of Common Stock directly held by VGOP and DRAGSA 88. VGI does not directly own any
shares of Common Stock.
VGI beneficially owns 4,907,892 shares of Common Stock consisting of (i) 4,507,892 shares of Common Stock directly and beneficially owned by VGOP and (ii) 400,000 shares of Common Stock directly and beneficially owned by
DRAGSA 88.
CUSIP No. 74276L105
|
13G
|
Page 12 of 16 Pages
|
B. |
Opportunities GP
|
(a) |
Amount beneficially owned: 4,907,892
|
(b) |
Percent of Class: 11.3%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 0
|
(ii) |
Shared power to vote or to direct the vote: 4,907,892
|
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
(iv) |
Shared power to dispose or to direct the disposition of: 4,907,892
|
Opportunities GP serves as the sole member of Opportunities Portfolio GP and has the authority to dispose of and vote the shares of Common Stock controlled by Opportunities Portfolio GP, which consists of the shares of Common Stock directly held by VGOP. Opportunities GP does not directly own any shares of Common Stock.
Opportunities GP is the general partner of each of Viking Global Opportunities Intermediate LP and Viking Global Opportunities LP. The membership interests of DRAGSA 88 are held by Viking Global Opportunities
Intermediate LP and Viking Global Opportunities LP. Opportunities GP has the authority to dispose of and vote the shares of Common Stock directly held by DRAGSA 88.
Based on Rule 13d-3 of the Act, Opportunities GP may be deemed to beneficially own the shares of Common Stock directly held by VGOP and DRAGSA 88.
Opportunities GP beneficially owns 4,907,892 shares of Common Stock consisting of (i) 4,507,892 shares of Common Stock directly and beneficially owned by VGOP and (ii) 400,000 shares of Common Stock directly and
beneficially owned by DRAGSA 88.
C. |
Opportunities Portfolio GP
|
(a) |
Amount beneficially owned: 4,507,892
|
(b) |
Percent of Class: 10.4%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: 0
|