- Statement of Ownership (SC 13G)
November 10 2008 - 1:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.
)*
MAKO
SURGICAL CORP.
Common stock, par value $0.001 per share
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(Title of Class of Securities)
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560879108
October 31, 2008
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(Date of Event Which Requires Filing of this Statement)
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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 in
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. 560879108
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13G
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Page 2 of 7 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Skyline Venture Partners V, L.P.
EIN No.: 26-1094967
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
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6. SHARED VOTING POWER
2,437,249 shares of Common Stock
(See Item
4)
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7. SOLE DISPOSITIVE POWER
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8. SHARED DISPOSITIVE POWER
2,437,249 shares of Common Stock
(See Item
4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,249 shares of Common Stock
(See Item
4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.78% (See Item 4)
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12.
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TYPE OF REPORTING PERSON
PN
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Page 2 of 7 Pages
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CUSIP No. 560879108
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13G
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Page 3 of 7 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Skyline Venture Management V, LLC
EIN No.: 26-0903997
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(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
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
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6. SHARED VOTING POWER
2,437,249 shares of Common Stock
(See Item
4)
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7. SOLE DISPOSITIVE POWER
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8. SHARED DISPOSITIVE POWER
2,437,249 shares of Common Stock
(See Item
4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,249 shares of Common Stock
(See Item
4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.78% (See Item 4)
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12.
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TYPE OF REPORTING PERSON
CO
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Page 3 of 7 Pages
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CUSIP No. 560879108
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13G
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Page 4 of 7 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Freund
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(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
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
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6. SHARED VOTING POWER
2,437,249 shares of Common Stock
(See Item
4)
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7. SOLE DISPOSITIVE POWER
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8. SHARED DISPOSITIVE POWER
2,437,249 shares of Common Stock
(See Item
4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,437,249 shares of Common Stock
(See Item
4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.78% (See Item 4)
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12.
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TYPE OF REPORTING PERSON
IN
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Page 4 of 7 Pages
SCHEDULE 13G
Item 1(a)
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Name of Issuer:
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Mako Surgical
Corp.
1(b)
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Address of Issuers Principal Executive Offices:
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32555 Davie Road
Fort Lauderdale, FL 33317
Item 2(a)
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Names of Person Filing:
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Skyline Venture Partners
V, L.P. (Skyline) is a Delaware limited partnership whose principal business is making investments in the securities of other entities. Skyline Venture Management V, LLC (the General Partner) is a California limited liability
company and the sole general partner of Skyline. John Freund (Mr. Freund) is the sole managing member of the General Partner.
2(b)
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Address of Principal Business Office or, if none, Residence:
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The principal business address of each of Skyline, the General Partner and Mr. Freund is 525 University Ave, Suite 520, Palo Alto, CA 94301.
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Skyline:
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Delaware
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General Partner:
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California
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Mr. Freund:
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United States of America
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2(d)
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Title of Class of Securities:
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Common
stock, par value $0.001 per share
560879108
Item 3
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This Schedule is filed pursuant to Rule 13d-1(c) by Skyline, the General Partner and Mr. Freund.
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Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount
Beneficially Owned:
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Skyline
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2,437,249 shares of Common Stock
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General Partner
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2,437,249 shares of Common Stock (1)
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Mr. Freund
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2,437,249 shares of Common Stock (2)
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(1)
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The General Partner serves as investment manager to and general partner of Skyline. By reason of such relationships, the General Partner may be deemed to share voting and
dispositive power over the Common Stock listed as beneficially owned by Skyline. The General Partner disclaims beneficial ownership of such shares.
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Page 5 of 7 Pages
(2)
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Mr. Freund is the executive managing director of the General Partner, which serves as investment manager to and investment manager of Skyline. By reason of such relationships,
Mr. Freund may be deemed to share voting and dispositive power over the Common Stock listed as beneficially owned by Skyline and the General Partner. Mr. Freund disclaims beneficial ownership of such shares.
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(b) Percent of Class
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Skyline
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9.78%
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General Partner
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9.78%
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Mr. Freund
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9.78%
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The foregoing percentage calculations for Skyline, the General Partner and Mr. Freund are
based on an aggregate of 24,930,943 shares of Common Stock outstanding.
(c) Number of shares as to which the person has:
Skyline:
(i) Sole power to vote or to
direct the vote 0
(ii) Shared power to vote or to direct the vote 2,437,249
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 2,437,249
General Partner:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 2,437,249
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 2,437,249
Mr. Freund:
(i) Sole power to vote
or to direct the vote 0
(ii) Shared power to vote or to direct the vote 2,437,249
(iii) Sole power to dispose or to direct the disposition of 0
Page 6 of 7 Pages
(iv) Shared power to dispose or to direct the disposition of 2,437,249
Item 5
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Ownership of Five Percent or Less of a Class:
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Not
Applicable.
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:
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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.
Page 7 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: November 7, 2008
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SKYLINE VENTURE PARTNERS V, L.P.
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By SKYLINE VENTURE
MANAGEMENT V, LLC,
its general partner
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By:
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/s/ John G. Freund
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Name: John G. Freund
Title: Executive Managing
Director
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: November 7, 2008
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SKYLINE VENTURE MANAGEMENT V, LLC
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By:
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/s/ John G. Freund
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Name: John G. Freund
Title: Executive Managing
Director
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: November 7, 2008
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JOHN FREUND
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/s/ John G. Freund
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EXHIBIT INDEX
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Exhibit I
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Joint Filing Agreement, dated November 7, 2008, by and among Skyline Venture Partners V, L.P., Skyline Venture Management V, LLC and John Freund.
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