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Form 4 Vicarious Surgical Inc. For: Sep 17 Filed by: CHU DAVID

September 21, 2021 9:01 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
D8 Sponsor LLC

(Last) (First) (Middle)
UNIT 1008, 10/F
CHAMPION TOWER, 3 GARDEN ROAD

(Street)
CENTRAL K3 00000

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (1) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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  
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.
/s/ Audrey Bae, as Attorney-in-Fact 09/21/2021
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer:  D8 Sponsor LLC
    
Address of Joint Filer:  Unit 1008, 10/F Champion Tower, 3 Garden Road
   Central, Hong Kong 00000
    
Relationship of Joint Filer to Issuer:  Director by deputization
    
Issuer Name and Ticker or Trading Symbol:  Vicarious Surgical Inc. [RBOT]
    
Date of Event Requiring Statement:   
(Month/Day/Year):  09/17/2021
    
Name of Joint Filer:  Chu David
    
Address of Joint Filer:  Unit 1008, 10/F Champion Tower, 3 Garden Road
   Central, Hong Kong 00000
    
Relationship of Joint Filer to Issuer:  Director
    
Issuer Name and Ticker or Trading Symbol:  Vicarious Surgical Inc. [RBOT]
    
Date of Event Requiring Statement:   
(Month/Day/Year):  09/17/2021
    
Name of Joint Filer:  Tang Donald F
    
Address of Joint Filer:  Unit 1008, 10/F Champion Tower, 3 Garden Road
   Central, Hong Kong 00000
    
Relationship of Joint Filer to Issuer:  Director
    
Issuer Name and Ticker or Trading Symbol:  Vicarious Surgical Inc. [RBOT]
    
Date of Event Requiring Statement:   
(Month/Day/Year):  09/17/2021

 

 

 



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