| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | PRCT | Common Stock | 308K | Sep 14, 2021 | See Explanation of Responses | F1, F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | PRCT | Series E Preferred Stock | Sep 14, 2021 | Common Stock | 3.41M | See Explanation Responses | F1, F2, F3, F4, F5 | |||||||
| holding | PRCT | Series F Preferred Stock | Sep 14, 2021 | Common Stock | 679K | See Explanation Responses | F1, F2, F3, F4, F6 | |||||||
| holding | PRCT | Series G Preferred Stock | Sep 14, 2021 | Common Stock | 114K | See Explanation Responses | F1, F2, F3, F4, F7 |
| Id | Content |
|---|---|
| F1 | Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI") and Viking Global Opportunities GP LLC ("Opportunities GP"), the sole owner of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"). VGI provides managerial services to various investment funds and vehicles, including Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund"). Each of VGI, Mr. Halvorsen, Mr. Ott and Ms. Shabet (collectively the "Reporting Persons") may be deemed to beneficially own all of the securities reported on this form. |
| F2 | VGI provides managerial services to Opportunities Fund, which directly holds the shares reported herein. Because of the relationship between VGI and Opportunities Fund, VGI may be deemed to beneficially own the shares held directly by Opportunities Fund. |
| F3 | Opportunities Portfolio GP is the general partner of Opportunities Fund. Because of the relationship between Opportunities Portfolio GP and Opportunities Fund, Opportunities Portfolio GP may be deemed to beneficially own the shares held directly by Opportunities Fund. Opportunities GP is the sole owner of Opportunities Portfolio GP. Because of the relationship between Opportunities GP and Opportunities Portfolio GP, Opportunities GP may be deemed to beneficially own the shares held directly by Opportunities Fund. |
| F4 | The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
| F5 | The Series E Preferred Units are convertible into shares of Common Stock on a 1:1 basis, at the Reporting Person's election, without payment of further consideration, and will automatically convert immediately prior to the closing of the initial public offering (the "Closing") of PROCEPT BioRobotics Corp (the "Issuer"). The shares have no expiration date. |
| F6 | The Series F Preferred Units are convertible into shares of Common Stock on a 1:1 basis, at the Reporting Person's election, without payment of further consideration, and will automatically convert immediately prior to the Closing. The shares have no expiration date. |
| F7 | The Series G Preferred Units are convertible into shares of Common Stock on a 1:1 basis, at the Reporting Person's election, without payment of further consideration, and will automatically convert immediately prior to the Closing. The shares have no expiration date. |
(8) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Scott M. Hendler is signing on behalf of Mr. Halvorsen, Mr. Ott and Ms. Shabet, each individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to authorization and designation letters dated February 9, 2021, which were filed with the Securities and Exchange Commission on June 7, 2021.