SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. )*
VICARIOUS SURGICAL INC.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
Class B common stock, par value $0.0001 per share
(Title of Class of Securities)
Class A common stock: 92561V 109
Class B common stock: Not Applicable
(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 the 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 purposes 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).
| 1 |
NAMES OF REPORTING PERSON Barry Greene, M.D. |
| 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 of America |
|
NUMBER OF |
5 |
SOLE VOTING POWER 17,207 shares of Class A common stock and 3,908,497 shares of Class B common stock |
| 6 |
SHARED VOTING POWER N/A | |
| 7 |
SOLE DISPOSITIVE POWER 17,207 shares of Class A common stock and 3,908,497 shares of Class B common stock | |
| 8 |
SHARED DISPOSITIVE POWER N/A |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,207 shares of Class A common stock and 3,908,497 shares of Class B common stock |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1.0% of the Class A common stock and 19.8% of Class B common stock1 |
| 12 |
TYPE OF REPORTING PERSON IN |
| 1 | Calculated based on 98,832,452 shares of Class A common stock and 19,789,860 shares of Class B common stock of the Issuer outstanding as of September 17, 2021. |
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Item 1.
| (a) | Name of Issuer | |
| Vicarious Surgical Inc. (f/k/a D8 Holdings Corp.), a Delaware corporation (the “Issuer”) |
| (b) | Address of Issuer’s Principal
Executive Offices 78 Fourth Avenue, Waltham, Massachusetts 02451 |
| Item 2 (a). | Name of Person Filing |
| Item 2 (b). | Address of Principal Business Office or, if none, Residence |
| Item 2 (c). | Citizenship |
This Schedule 13G is being filed on behalf of Barry Greene, M.D., an individual who is a citizen of the United States of America (the “Reporting Person”).
The principal business office of the Reporting Person is c/o Vicarious Surgical Inc., 78 Fourth Avenue, Waltham, Massachusetts 02451.
| Item 2 (d) | Title of Class of Securities Class A common stock, par value $0.0001 per share Class B common stock, par value $0.0001 per share |
| Item 2 (e) | CUSIP Number Class A common stock: 92561V 109 Class B common stock: Not Applicable |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________ |
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| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for the Reporting Person and is incorporated herein by reference for the Reporting Person. The percentage set forth in Row 11 of the cover page for the Reporting Person is based on 98,832,452 shares of Class A common stock and 19,789,860 shares of Class B common stock of the Issuer outstanding as of September 17, 2021, as disclosed in the Issuer’s Form 8-K filed on September 23, 2021.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: September 30, 2021 | |
| /s/ Barry Greene, M.D. | |
| Barry Greene, M.D. |
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