PRCP Perceptron Inc

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 OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * FREELAND JAY	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 __X__ Officer (give title below)    _____ Other (specify below) Chairman, Interim Pres & CEO
(Last)          (First)          (Middle) 47827 HALYARD DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 12/2/2019
(Street) PLYMOUTH, MI 48170 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/2/2019 (1)		A		2777.00	A	$4.50	9645.00	D
Common Stock	12/2/2019 (2)		A		1590.00	A	$0.00	11235.00	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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
Employee Stock Option (Right to Buy)	$4.50	12/2/2019		A		25000.00		(3)	12/2/2029	Common Stock	25000.00	$0.00	25000.00	D

Explanation of Responses:
(1)	On December 2, 2019, the reporting person received 2,777 shares of Common Stock in lieu of a portion of his annual Board Compensation pursuant to the Directors Stock Purchase Rights under the 2004 Stock Incentive Plan, an Exempt Plan.
(2)	On December 2, 2019, the reporting person received 1,590 shares of Common Stock in lieu of his quarterly Salary Compensation under the 2004 Stock Incentive Plan, an Exempt Plan.
(3)	On December 2, 2019, the reporting person was granted an option to purchase 25,000 shares of Common Stock under the 2004 Stock Incentive Plan, an exempt plan. The option will become exercisable (i) 50% upon the earlier of the effective date of the appointment of a new Chief Executive Officer of the Company or the first year anniversary of the date of the grant, (ii) 25% on the second year anniversary of the date of the grant and (iii) 25% on third year anniversary of the date of grant at an exercise price equal to the fair market value of the Company's Common Stock as of December 2, 2019, expiring 10 years from the grant date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FREELAND JAY 47827 HALYARD DRIVE PLYMOUTH, MI 48170	X		Chairman, Interim Pres & CEO

Signatures
/s/Laura Pecoraro on behalf of Jay W. Freeland		12/4/2019
**Signature of Reporting Person		Date