Statement of Ownership (sc 13g)
August 22 2016 - 5:12PM
Edgar (US Regulatory)
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. )*
Mazor
Robotics Ltd.
(Name of Issuer)
American Depository Shares
Represented by American Depository Receipts
(Each Representing Two Ordinary Shares,
Par Value NIS 0.01 Per Share)
(Title of Class of Securities)
57886P103
(CUSIP Number)
August 11, 2016
(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)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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The information required on 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).
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CUSIP No. 57886P103
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13G
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Page 2 of 7 Pages
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(1)
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Names of
reporting persons
Medtronic plc
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(2)
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Check the appropriate box if a member
of a group (see instructions)*
(a)
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(b)
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
Ireland
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(5)
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Sole voting power
0
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(6)
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Shared voting power
1,958,684 (1)
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(7)
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Sole dispositive power
0
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(8)
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Shared dispositive power
1,958,684 (1)
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(9)
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Aggregate amount beneficially owned by each reporting person
1,958,684 (1)
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(10)
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Check if the aggregate amount in Row
(9) excludes certain shares (see instructions)
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(11)
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Percent of class represented by amount
in Row (9)
8.6% (1)
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(12)
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Type of reporting person (see
instructions)
OO
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(1)
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American Depositary Shares, which represent 3,917,368 ordinary shares in the aggregate.
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(2)
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This percentage is calculated based upon 45,615,232 outstanding ordinary shares, in accordance with information provided by the Issuer to the Reporting Person on August 11, 2016.
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Page 2 of 7
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CUSIP No. 57886P103
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13G
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Page 3 of 7 Pages
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(1)
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Names of
reporting persons
Covidien Group S.a.r.l.
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(2)
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Check the appropriate box if a member
of a group (see instructions)*
(a)
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(b)
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
Luxembourg
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(5)
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Sole voting power
1,958,684 (1)
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(6)
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Shared voting power
0
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(7)
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Sole dispositive power
1,958,684 (1)
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(8)
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Shared dispositive power
0
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(9)
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Aggregate amount beneficially owned by each reporting person
1,958,684 (1)
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(10)
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Check if the aggregate amount in Row
(9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by amount
in Row (9)
8.6% (2)
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(12)
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Type of reporting person (see
instructions)
OO
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(1)
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American Depositary Shares, which represent 3,917,368 ordinary shares in the aggregate.
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(2)
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This percentage is calculated based upon 45,615,232 outstanding ordinary shares, in accordance with information provided by the Issuer to the Reporting Person on August 11, 2016.
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Page 3 of 7
Item 1(a)
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Name of Issuer:
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Mazor Robotics Ltd.
Item 1(b)
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Address of Issuers Principal Executive Offices:
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7 HaEshel Street
Caesarea Industrial Park South
3088900 Israel
Item 2(a)
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Name of Persons Filing:
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Medtronic plc
Covidien Group S.a.r.l.
Medtronic plc (
Medtronic
) and its wholly-owned subsidiary, Covidien Group S.a.r.l. (
Covidien
) are
jointly filing this Statement of Beneficial Ownership on Schedule 13G to report their acquisition of 1,958,684 American Depositary Shares, in the aggregate, which represent 3,917,368 ordinary shares, constituting in excess of 5% of the outstanding
ordinary shares of the Issuer. Covidien holds all of such American Depositary Shares directly, while Medtronic may be deemed to share beneficial ownership over all of such American Depositary Shares by virtue of its control of Covidien.
Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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Medtronic:
20 Lower Hatch Street, Dublin 2, Ireland
Covidien: 3b, Bd. Prince Henri, 4th Floor L-1724 Luxembourg
Medtronic: Ireland
Covidien: Luxembourg
Item 2(d)
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Title of Class of Securities:
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American Depository Shares, represented by American
Depository Receipts, each representing two Ordinary Shares, par value NIS 0.01 per share
57886P103
Item 3
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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:
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(a)
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Broker or dealer registered under Section 15 of the Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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Page 4 of 7
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
The information set forth in Items 5 through 11 of the cover pages of
Medtronic and Covidien, respectively, is incorporated herein by reference.
Item 5
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Ownership of Five Percent or Less of a Class.
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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
¨
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person.
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Not
applicable.
Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
Item 8
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Identification and Classification of Members of the Group.
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Not
applicable.
Item 9
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Notice of Dissolution of Group.
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Not applicable.
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.
Exhibits
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Joint Filing Agreement, dated August 22, 2016, by and between Medtronic plc and Covidien Group, S.a.r.l.
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Page 5 of 7
SIGNATURE
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.
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Dated: August 22, 2016
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Medtronic plc
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/s/ Karen L. Parkhill
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Name: Karen L. Parkhill
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Title: Executive Vice President & Chief Financial Officer
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Dated: August 22, 2016
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Covidien Group S.a.r.l.
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/s/ Michelangelo F. Stefani
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Name: Michelangelo F. Stefani
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Title: General Manager
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Page 6 of 7
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set
forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, along with any amendments thereto that may be required, and have duly executed this joint filing agreement as of the
date set forth below.
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Dated: August 22, 2016
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Medtronic plc
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/s/ Karen L. Parkhill
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Name: Karen L. Parkhill
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Title: Executive Vice President & Chief Financial Officer
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Dated: August 22, 2016
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Covidien Group S.a.r.l.
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/s/ Michelangelo F. Stefani
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Name: Michelangelo F. Stefani
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Title: General Manager
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Page 7 of 7