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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
(Amendment No. )
Under the Securities Exchange Act of 1934
 
 
MAKO Surgical Corp.

(Name of Issuer)
 
Common Stock  

(Title of Class of Securities)
 
560879108

(CUSIP Number)
 
December 31, 2008

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o            Rule 13d-1(b)
o            Rule 13d-1(c)
x           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 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 ).
 

-2-

 
CUSIP No. 560879108
13G
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Lumira Capital I Limited Partnership
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
(a) ¨
(b) ¨
3.
SEC USE ONLY

 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ontario, Canada    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
1,188,312 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,188,312 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,188,312 (1)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) – Not applicable
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.76% (2)
12.
TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)
 
PN
 
(1) 
Includes 23,854 shares of Common Stock which would result if a warrant were exercised.
(2) 
The percentage set forth in Row 11 is based on a total of 24,930,943 shares of Common Stock outstanding as of November 21, 2008 as disclosed in the Issuer’s Prospectus dated December 9, 2008.
 

-3-
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Lumira Capital I (GP) Inc.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
3.
SEC USE ONLY

 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ontario, Canada    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
1,188,312 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,188,312 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,188,312 (1)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) – not applicable
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.76% (2)
12.
TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)
 
CO

(1) 
Includes 23,854 shares of Common Stock which would result if a warrant were exercised.
(2) 
The percentage set forth in Row 11 is based on a total of 24,930,943 shares of Common Stock outstanding as of November 21, 2008 as disclosed in the Issuer’s Prospectus dated December 9, 2008.
 

-4-
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Lumira Capital I Quebec Limited Partnership
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
3.
SEC USE ONLY

 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Quebec, Canada    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON  WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
418,664 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
418,664 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
418,664 (1)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) – not applicable
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.67% (2)
12.
TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)
 
PN

(1) 
Includes 8,404 shares of Common Stock which would result if a warrant were exercised.
(2) 
The percentage set forth in Row 11 is based on a total of 24,930,943 shares of Common Stock outstanding as of November 21, 2008 as disclosed in the Issuer’s Prospectus dated December 9, 2008.
 

-5-
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Lumira Capital I (QGP) Inc.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
3.
SEC USE ONLY

 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
418,664 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
418,664 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
418,664 (1)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) – not applicable
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.67% (2)
12.
TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)
 
CO

(1) 
Includes 8,404 shares of Common Stock which would result if a warrant were exercised.
(2) 
The percentage set forth in Row 11 is based on a total of 24,930,943 shares of Common Stock outstanding as of November 21, 2008 as disclosed in the Issuer’s Prospectus dated December 9, 2008.
 

-6-
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
MLII Co-Investment Fund NC Limited Partnership
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
3.
SEC USE ONLY

 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ontario, Canada    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
282,685
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
282,685
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
282,685
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) – not applicable
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.13% (1)
12.
TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)
 
PN

(1) 
The percentage set forth in Row 11 is based on a total of 24,930,943 shares of Common Stock outstanding as of November 21, 2008 as disclosed in the Issuer’s Prospectus dated December 9, 2008.
 

-7-
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
MLII (NCGP) Inc.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
3.
SEC USE ONLY

 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ontario, Canada    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
282,685
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
282,685
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
282,685
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) – not applicable
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.13% (1)
12.
TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)
 
CO

(1) 
The percentage set forth in Row 11 is based on a total of 24,930,943 shares of Common Stock outstanding as of November 21, 2008 as disclosed in the Issuer’s Prospectus dated December 9, 2008.
 

-8-
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Lumira Capital Corp.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
3.
SEC USE ONLY

 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ontario, Canada    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
1,889,661 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,889,661 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,889,661 (1)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) – not applicable
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.56% (2)
12.
TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)
 
CO

(1) 
Includes 32,258 shares of Common Stock which would result if a warrant were exercised.
(2) 
The percentage set forth in Row 11 is based on a total of 24,930,943 shares of Common Stock outstanding as of November 21, 2008 as disclosed in the Issuer’s Prospectus dated December 9, 2008.
 

-9-
 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Lumira Capital Management Corp.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
3.
SEC USE ONLY

 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ontario, Canada    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
1,188,312 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,188,312 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,188,312 (1)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) – not applicable
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.76% (2)
12.
TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)
 
CO

(1) 
Includes 23,854 shares of Common Stock which would result if a warrant were exercised.
(2) 
The percentage set forth in Row 11 is based on a total of 24,930,943 shares of Common Stock outstanding as of November 21, 2008 as disclosed in the Issuer’s Prospectus dated December 9, 2008.
 

-10-

 
Item 1(a). 
Name of Issuer
 
MAKO Surgical Corp.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices
 
 
2555 Davie Road, Ft. Lauderdale, FL 33317
 
Item 2(a). 
Name of Person Filing
 
This statement is filed by (i) Lumira Capital I Limited Partnership (“LCI”) with respect to shares of common stock $.001 par value per share (“Shares”) of the Issuer beneficially owned by it; (ii) Lumira Capital I (GP) Inc. (“LCIGP”) with respect to Shares beneficially owned by LCI; (iii) Lumira Capital I Quebec Limited Partnership (“LCIQ”) with respect to Shares owned by it; (iv) Lumira Capital I (QGP) Inc. (“LCIQGP”) with respect to Shares owned by LCIQ; (v) MLII Co-Investment Fund NC Limited Partnership (“MLII”) with respect to Shares owned by it; (vi) MLII (NCGP) Inc. (“MLIIGP”) with respect to Shares owned by MLII; (vii) Lumira Capital Corp. (“Lumira Capital”) with respect to Shares beneficially owned, or deemed to be beneficially owned, by LCI, LCIGP, LCIQ, LCIQGP, MLII, and MLIIGP; and (viii) Lumira Capital Management Corp. (“Lumira Capital Management”) with respect to Shares beneficially owned, or deemed to be beneficially owned, by LCI and LCIGP.
 
LCIGP, LCIQGP, MLIIGP, and Lumira Capital Management are wholly-owned subsidiaries of Lumira Capital.
 
As a result of certain relationships, each of the Reporting Persons may be deemed to directly and/or indirectly beneficially own up to 1,889,661 Shares representing in the aggregate approximately 7.56% of the outstanding Shares (if warrants were exercised) based on the number of Shares reported to be outstanding as of November 21, 2008, as disclosed in the Issuer’s Prospectus dated December 9, 2008.  Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by any other Reporting Person.
 
Due to their relationships with one another, the Reporting Persons may be deemed to constitute a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”) with respect to their beneficial ownership of the Shares.  The Reporting Persons, however, expressly disclaim such status and declare that the filing of this Schedule 13G is not and should not be deemed an admission that any Reporting Person, for purposes of Section 13(d) of the Act or otherwise, is the beneficial owner of the Shares held by any other Reporting Person.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence
 
The address of the principal office of LCI, LCIGP, MLII, MLIIGP, Lumira Capital, and Lumira Capital Management is 20 Bay Street, 11 th Floor, Suite 303, Toronto, Ontario M5J 2N8.  The address of the principal office of LCIQ and LCIQGP is 1550 Metcalfe Street, Suite 502, Montreal, Quebec H3A 1X6.
 

-11-
 
 
Item 2(c).
Citizenship
 
LCI and MLII are Ontario Canada limited partnerships.  LCIQ is a Quebec Canada limited partnership.  LCIGP, MLIIGP, Lumira Capital, and Lumira Capital Management are Ontario Canada corporations.  LCIQGP is a Quebec Canada corporation.
 
Item 2(d).
Title of Class of Securities
 
Common Stock, $.001 Par Value per Share
 
Item 2(e).
CUSIP Number
 
560879108
 
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
 
Item 4.
Ownership
 
   
LCI
LCIGP
LCIQ
LCIQGP
MLII
MLIIGP
Lumira Capital
Lumira Capital Management
Amount beneficially owned
 
1,188,312
1,188,312
418,664
418,664
282,685
282,685
1,889,661
1,188,312
                   
Percentage of Class
 
4.76%
4.76%
1.67%
1.67%
1.13%
1.13%
7.56%
4.76%
                   
Sole Voting Power
 
0
0
0
0
0
0
0
0
                   
Shared Voting Power
 
1,188,312
1,188,312
418,664
418,664
282,685
282,685
1,889,661
1,188,312
                   
Sole Dispositive Power
 
0
0
0
0
0
0
0
0
                   
Shared Dispositive Power
 
1,188,312
1,188,312
418,664
418,664
282,685
282,685
1,889,661
1,188,312


-12-
 
 
Item 5.
Ownership of Five Percent or Less of a Class
 
Not applicable
 
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
 
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.
 
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 as of February 3, 2009. We also hereby agree to file this statement jointly pursuant to the Joint Filing Agreement filed herewith.
 
Lumira Capital I Limited Partnership, by its General Partner,
Lumira Capital I (GP) Inc.
   
           
           
By:
/s/ Stephen Cummings
  By:
/s/ Graysanne Bedell
 
Name:
Stephen Cummings
  Name:
Graysanne Bedell
 
Title: 
Chief Financial Officer
  Title:
Vice-President & Secretary
 
                                                                     

-13-
 
 
Lumira Capital I (GP) Inc.
 
           
           
By:
/s/ Stephen Cummings
  By:
/s/ Graysanne Bedell
 
Name:
Stephen Cummings
  Name:
Graysanne Bedell
 
Title: 
Chief Financial Officer
  Title:
Vice-President & Secretary
 
 
 
Lumira Capital I Quebec Limited Partnership, by its General Partner,
Lumira Capital I (QGP) Inc.
 
           
           
By:
/s/ Stephen Cummings
  By:
/s/ Graysanne Bedell
 
Name:
Stephen Cummings
  Name:
Graysanne Bedell
 
Title: 
Chief Financial Officer
  Title:
Vice-President & Secretary
 
 
 
Lumira Capital I (QGP) Inc.
 
           
           
By:
/s/ Stephen Cummings
  By:
/s/ Graysanne Bedell
 
Name:
Stephen Cummings
  Name:
Graysanne Bedell
 
Title: 
Chief Financial Officer
  Title:
Vice-President & Secretary
 
 
 
MLII Co-Investment Fund  NC Limited Partnership, by its General Partner,
MLII (NCGP) Inc.
 
           
           
By:
/s/ Stephen Cummings
  By:
/s/ Graysanne Bedell
 
Name:
Stephen Cummings
  Name:
Graysanne Bedell
 
Title: 
Chief Financial Officer
  Title:
Vice-President & Secretary
 
 
 
MLII (NCGP) Inc.
 
           
           
By:
/s/ Stephen Cummings
  By:
/s/ Graysanne Bedell
 
Name:
Stephen Cummings
  Name:
Graysanne Bedell
 
Title: 
Chief Financial Officer
  Title:
Vice-President & Secretary
 
 
 
Lumira Capital Corp.
 
           
           
By:
/s/ Stephen Cummings
  By:
/s/ Graysanne Bedell
 
Name:
Stephen Cummings
  Name:
Graysanne Bedell
 
Title: 
Chief Financial Officer
  Title:
Vice-President, Legal & Secretary
 
 
 
Lumira Capital Management Corp.
 
           
           
By:
/s/ Stephen Cummings
  By:
/s/ Graysanne Bedell
 
Name:
Stephen Cummings
  Name:
Graysanne Bedell
 
Title: 
Chief Financial Officer
  Title:
Vice-President, Legal & Secretary
 
 

 
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