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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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SCHEDULE 13D
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Under
the Securities Exchange Act of 1934
(Amendment No. )*
(Name
of Issuer)
Common stock, par value $0.001 per share
(Title
of Class of Securities)
(CUSIP
Number)
Daniel K. Turner III
3000 Sand Hill Road
Building 1, Suite 260
Menlo Park, CA 94025-7073
(650) 234-1200
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date
of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*
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
disclosures provided in a prior cover page.
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).
CUSIP
No.
560879108
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1.
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Name of Reporting Persons
Montreux Equity Partners IV, L.P.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
California, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
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8.
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Shared
Voting Power
2,086,285 (2)
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9.
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Sole
Dispositive Power
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10.
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Shared Dispositive Power
2,086,285 (2)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,086,285 (2)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row 11
8.4% (3)
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14.
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Type
of Reporting Person (See Instructions)
PN
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(1)
This Schedule 13D is filed by Montreux Equity Partners IV, L.P., a California
limited partnership (MEP IV), Montreux IV Associates, LLC, a California
limited liability company (MA IV), Montreux Equity Management IV, LLC, a
California limited liability company (MEM IV) John Savarese M.D.
(Savarese), Manish Chapekar (Chapekar), Howard D. Palefsky (Palefsky) and
Daniel K. Turner III (Turner and together with MEP IV, MA IV and MEM IV,
Savarese, Chapekar and Palefsky, collectively, the Reporting Persons). The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13D.
(2)
Includes (i) 1,623,876 shares held
by MEP IV; (ii) a fully exercisable warrant to purchase 324,775 shares held by
MEP IV; (iii) 114,695 shares held by MA IV; and (iv) a fully exercisable
warrant to purchase 22,939 shares held by MA IV. MEP IV and MA IV also hold warrants to
purchase 95,382 and 6,737 shares respectively, fully exercisable upon the earlier
of (A) the event of a certain qualified financing transaction as set forth in
the Securities Purchase Agreement dated as of October 28, 2008, attached as
Exhibit A or (B) December 31, 2009. MEM
IV serves as the sole general partner of MEP IV and the manager of MA IV and
owns no securities of the Issuer directly.
Savarese, Chapekar, Palefsky and Turner
are directors and/or members of MEM IV with voting and
dispositive powers over the shares held by MEP IV and MA IV; however, they
disclaim beneficial ownership of the shares held by MEP IV and MA IV except to
the extent of his pecuniary interests therein.
(3)
This percentage is calculated based upon 24,930,943 shares of Common Stock
outstanding (as of October 31, 2008) as set forth in the Issuers most recent
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 7, 2008.
2
CUSIP
No.
560879108
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1.
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Name of Reporting Persons
Montreux IV Associates, LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
California, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
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8.
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Shared
Voting Power
2,086,285 (2)
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9.
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Sole
Dispositive Power
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10.
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Shared Dispositive Power
2,086,285 (2)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,086,285 (2)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row 11
8.4% (3)
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14.
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Type
of Reporting Person (See Instructions)
OO
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(1)
This Schedule 13D is filed by Montreux Equity Partners IV, L.P., a California
limited partnership (MEP IV), Montreux IV Associates, LLC, a California
limited liability company (MA IV), Montreux Equity Management IV, LLC, a
California limited liability company (MEM IV) John Savarese M.D.
(Savarese), Manish Chapekar (Chapekar), Howard D. Palefsky (Palefsky) and
Daniel K. Turner III (Turner and together with MEP IV, MA IV and MEM IV, Savarese,
Chapekar and Palefsky, collectively, the Reporting Persons). The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13D.
(2)
Includes (i) 1,623,876 shares held
by MEP IV; (ii) a fully exercisable warrant to purchase 324,775 shares held by
MEP IV; (iii) 114,695 shares held by MA IV; and (iv) a fully exercisable
warrant to purchase 22,939 shares held by MA IV. MEP IV and MA IV also hold warrants to
purchase 95,382 and 6,737 shares respectively, fully exercisable upon the
earlier of (A) the event of a certain qualified financing transaction as set
forth in the Securities Purchase Agreement dated as of October 28, 2008,
attached as Exhibit A or (B) December 31, 2009.
MEM IV serves as the sole general partner of MEP IV and the manager of
MA IV and owns no securities of the Issuer directly.
Savarese, Chapekar, Palefsky
and Turner
are directors and/or
members of MEM IV with voting and dispositive powers over the shares held by
MEP IV and MA IV; however, they disclaim beneficial ownership of the shares
held by MEP IV and MA IV except to the extent of his pecuniary interests
therein.
(3) This percentage is calculated based upon
24,930,943 shares of Common Stock outstanding (as of October 31, 2008) as set
forth in the Issuers most recent Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 7, 2008.
3
CUSIP
No.
560879108
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1.
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Name of Reporting Persons
Montreux Equity Management IV, LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
California, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
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8.
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Shared
Voting Power
2,086,285 (2)
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9.
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Sole
Dispositive Power
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10.
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Shared Dispositive Power
2,086,285 (2)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,086,285 (2)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row 11
8.4% (3)
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14.
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Type
of Reporting Person (See Instructions)
OO
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(1)
This Schedule 13D is filed by Montreux Equity Partners IV, L.P., a California
limited partnership (MEP IV), Montreux IV Associates, LLC, a California
limited liability company (MA IV), Montreux Equity Management IV, LLC, a
California limited liability company (MEM IV) John Savarese M.D.
(Savarese), Manish Chapekar (Chapekar), Howard D. Palefsky (Palefsky) and
Daniel K. Turner III (Turner and together with MEP IV, MA IV and MEM IV,
Savarese, Chapekar and Palefsky, collectively, the Reporting Persons). The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13D.
(2)
Includes (i) 1,623,876 shares held
by MEP IV; (ii) a fully exercisable warrant to purchase 324,775 shares held by
MEP IV; (iii) 114,695 shares held by MA IV; and (iv) a fully exercisable
warrant to purchase 22,939 shares held by MA IV. MEP IV and MA IV also hold warrants to
purchase 95,382 and 6,737 shares respectively, fully exercisable upon the
earlier of (A) the event of a certain qualified financing transaction as set
forth in the Securities Purchase Agreement dated as of October 28, 2008,
attached as Exhibit A or (B) December 31, 2009.
MEM IV serves as the sole general partner of MEP IV and the manager of
MA IV and owns no securities of the Issuer directly.
Savarese, Chapekar, Palefsky
and Turner
are directors and/or
members of MEM IV with voting and dispositive powers over the shares held by
MEP IV and MA IV; however, they disclaim beneficial ownership of the shares
held by MEP IV and MA IV except to the extent of his pecuniary interests
therein.
(3) This percentage is calculated based upon
24,930,943 shares of Common Stock outstanding (as of October 31, 2008) as set
forth in the Issuers most recent Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 7, 2008.
4
CUSIP
No.
560879108
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1.
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Name of Reporting Persons
John Savarese
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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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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7.
|
Sole
Voting Power
|
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8.
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Shared
Voting Power
2,086,285 (2)
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9.
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Sole
Dispositive Power
|
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10.
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Shared Dispositive Power
2,086,285 (2)
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,086,285 (2)
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|
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row 11
8.4% (3)
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|
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14.
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Type
of Reporting Person (See Instructions)
IN
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(1)
This Schedule 13D is filed by Montreux Equity Partners IV, L.P., a California
limited partnership (MEP IV), Montreux IV Associates, LLC, a California
limited liability company (MA IV), Montreux Equity Management IV, LLC, a
California limited liability company (MEM IV) John Savarese M.D.
(Savarese), Manish Chapekar (Chapekar), Howard D. Palefsky (Palefsky) and
Daniel K. Turner III (Turner and together with MEP IV, MA IV and MEM IV,
Savarese, Chapekar and Palefsky, collectively, the Reporting Persons). The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13D.
(2)
Includes (i) 1,623,876 shares held
by MEP IV; (ii) a fully exercisable warrant to purchase 324,775 shares held by
MEP IV; (iii) 114,695 shares held by MA IV; and (iv) a fully exercisable
warrant to purchase 22,939 shares held by MA IV. MEP IV and MA IV also hold warrants to purchase
95,382 and 6,737 shares respectively, fully exercisable upon the earlier of (A)
the event of a certain qualified financing transaction as set forth in the
Securities Purchase Agreement dated as of October 28, 2008, attached as Exhibit
A or (B) December 31, 2009. MEM IV
serves as the sole general partner of MEP IV and the manager of MA IV and owns
no securities of the Issuer directly.
Savarese,
Chapekar, Palefsky and Turner
are
directors and/or members of MEM IV with voting and dispositive powers over the
shares held by MEP IV and MA IV; however, they disclaim beneficial ownership of
the shares held by MEP IV and MA IV except to the extent of his pecuniary
interests therein.
(3) This percentage is calculated based upon
24,930,943 shares of Common Stock outstanding (as of October 31, 2008) as set
forth in the Issuers most recent Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 7, 2008.
5
CUSIP
No.
560879108
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1.
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Name of Reporting Persons
Howard D. Palefsky
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
|
o
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(b)
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x
(1)
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3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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|
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6.
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
|
8.
|
Shared
Voting Power
2,086,285 (2)
|
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9.
|
Sole
Dispositive Power
|
|
10.
|
Shared Dispositive Power
2,086,285 (2)
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,086,285 (2)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
8.4% (3)
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
IN
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|
|
|
|
|
|
(1)
This Schedule 13D is filed by Montreux Equity Partners IV, L.P., a California
limited partnership (MEP IV), Montreux IV Associates, LLC, a California
limited liability company (MA IV), Montreux Equity Management IV, LLC, a
California limited liability company (MEM IV) John Savarese M.D.
(Savarese), Manish Chapekar (Chapekar), Howard D. Palefsky (Palefsky) and
Daniel K. Turner III (Turner and together with MEP IV, MA IV and MEM IV,
Savarese, Chapekar and Palefsky, collectively, the Reporting Persons). The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13D.
(2)
Includes (i) 1,623,876 shares held
by MEP IV; (ii) a fully exercisable warrant to purchase 324,775 shares held by
MEP IV; (iii) 114,695 shares held by MA IV; and (iv) a fully exercisable
warrant to purchase 22,939 shares held by MA IV. MEP IV and MA IV also hold warrants to
purchase 95,382 and 6,737 shares respectively, fully exercisable upon the
earlier of (A) the event of a certain qualified financing transaction as set
forth in the Securities Purchase Agreement dated as of October 28, 2008,
attached as Exhibit A or (B) December 31, 2009.
MEM IV serves as the sole general partner of MEP IV and the manager of
MA IV and owns no securities of the Issuer directly.
Savarese, Chapekar, Palefsky
and Turner
are directors and/or
members of MEM IV with voting and dispositive powers over the shares held by
MEP IV and MA IV; however, they disclaim beneficial ownership of the shares
held by MEP IV and MA IV except to the extent of his pecuniary interests
therein.
(3) This percentage is calculated based upon
24,930,943 shares of Common Stock outstanding (as of October 31, 2008) as set
forth in the Issuers most recent Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 7, 2008.
6
CUSIP
No.
560879108
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1.
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Name of Reporting Persons
Manish Chapekar
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
(1)
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
|
8.
|
Shared
Voting Power
2,086,285 (2)
|
|
9.
|
Sole
Dispositive Power
|
|
10.
|
Shared Dispositive Power
2,086,285 (2)
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,086,285 (2)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
8.4% (3)
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
(1)
This Schedule 13D is filed by Montreux Equity Partners IV, L.P., a California
limited partnership (MEP IV), Montreux IV Associates, LLC, a California
limited liability company (MA IV), Montreux Equity Management IV, LLC, a
California limited liability company (MEM IV) John Savarese M.D.
(Savarese), Manish Chapekar (Chapekar), Howard D. Palefsky (Palefsky) and
Daniel K. Turner III (Turner and together with MEP IV, MA IV and MEM IV,
Savarese, Chapekar and Palefsky, collectively, the Reporting Persons). The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13D.
(2)
Includes (i) 1,623,876 shares held
by MEP IV; (ii) a fully exercisable warrant to purchase 324,775 shares held by
MEP IV; (iii) 114,695 shares held by MA IV; and (iv) a fully exercisable
warrant to purchase 22,939 shares held by MA IV. MEP IV and MA IV also hold warrants to
purchase 95,382 and 6,737 shares respectively, fully exercisable upon the
earlier of (A) the event of a certain qualified financing transaction as set
forth in the Securities Purchase Agreement dated as of October 28, 2008, attached
as Exhibit A or (B) December 31, 2009.
MEM IV serves as the sole general partner of MEP IV and the manager of
MA IV and owns no securities of the Issuer directly.
Savarese, Chapekar, Palefsky
and Turner
are directors and/or
members of MEM IV with voting and dispositive powers over the shares held by
MEP IV and MA IV; however, they disclaim beneficial ownership of the shares
held by MEP IV and MA IV except to the extent of his pecuniary interests
therein.
(3) This percentage is calculated based upon
24,930,943 shares of Common Stock outstanding (as of October 31, 2008) as set
forth in the Issuers most recent Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 7, 2008.
7
CUSIP
No.
560879108
|
|
|
1.
|
Name of Reporting Persons
Daniel K. Turner, III
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
(1)
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
|
8.
|
Shared
Voting Power
2,086,285 (2)
|
|
9.
|
Sole
Dispositive Power
|
|
10.
|
Shared Dispositive Power
2,086,285 (2)
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,086,285 (2)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row 11
8.4% (3)
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
(1)
This Schedule 13D is filed by Montreux Equity Partners IV, L.P., a California
limited partnership (MEP IV), Montreux IV Associates, LLC, a California
limited liability company (MA IV), Montreux Equity Management IV, LLC, a
California limited liability company (MEM IV) John Savarese M.D.
(Savarese), Manish Chapekar (Chapekar), Howard D. Palefsky (Palefsky) and
Daniel K. Turner III (Turner and together with MEP IV, MA IV and MEM IV,
Savarese, Chapekar and Palefsky, collectively, the Reporting Persons). The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13D.
(2)
Includes (i) 1,623,876 shares held
by MEP IV; (ii) a fully exercisable warrant to purchase 324,775 shares held by
MEP IV; (iii) 114,695 shares held by MA IV; and (iv) a fully exercisable
warrant to purchase 22,939 shares held by MA IV. MEP IV and MA IV also hold warrants to
purchase 95,382 and 6,737 shares respectively, fully exercisable upon the
earlier of (A) the event of a certain qualified financing transaction as set
forth in the Securities Purchase Agreement dated as of October 28, 2008,
attached as Exhibit A or (B) December 31, 2009.
MEM IV serves as the sole general partner of MEP IV and the manager of
MA IV and owns no securities of the Issuer directly.
Savarese, Chapekar, Palefsky
and Turner
are directors and/or
members of MEM IV with voting and dispositive powers over the shares held by
MEP IV and MA IV; however, they disclaim beneficial ownership of the shares
held by MEP IV and MA IV except to the extent of his pecuniary interests
therein.
(3) This percentage is calculated based upon
24,930,943 shares of Common Stock outstanding (as of October 31, 2008) as set
forth in the Issuers most recent Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 7, 2008.
8
Item 1.
|
Security and Issuer.
|
(a) This
Statement on Schedule 13D is filed on behalf of the Reporting Persons, in
respect of shares of Common Stock, par value $0.001 per share (Common
Stock), of MAKO Surgical Corp. (the Issuer).
(b) The
principal executive office of the Issuer is located at 2555 Davie Road, Fort
Lauderdale, Florida 33317.
|
|
|
Item 2.
|
Identity and Background.
|
(a) This
Schedule 13D is filed by Montreux Equity Partners IV, L.P., a California
limited partnership (MEP IV), Montreux IV Associates, LLC, a California
limited liability company (MA IV), Montreux Equity Management IV, LLC, a
California limited liability company (MEM IV) John Savarese M.D.
(Savarese), Manish Chapekar (Chapekar), Howard D. Palefsky (Palefsky)
and Daniel K. Turner III (Turner and together with MEP IV, MA IV and MEM
IV, Savarese, Chapekar and Palefsky, collectively, the Reporting
Persons). The Reporting Persons
expressly disclaim status as a group for purposes of this Schedule 13D.
(b) The
address of the principal place of business of the Reporting Persons is 3000
Sand Hill Road, Building 1, Suite 260, Menlo Park, California 94025.
(c) The
principal business of the Reporting Persons is venture capital investment.
(d) During
the last five years, none of the Listed Persons (as defined below), to the
knowledge of the Reporting Persons, has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During
the last five years, none of the Listed Persons (as defined below), to the
knowledge of the Reporting Persons, has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) MEP IV
is a California limited partnership.
MA IV is a California limited liability company. MEM IV is a California limited liability
company. Savarese is a citizen of the
United States of America. Chapekar is
a citizen of the United States of America.
Palefsky is a citizen of the United States of America. Turner is a citizen of the United States of
America.
In accordance with the
provisions of General Instruction C to Schedule 13D, information concerning
the managers and each other person controlling MEM IV, the general partner of
MEP IV and manager of MA IV (the Listed Persons), required by Item 2 of
Schedule 13D is listed on Schedule I hereto and is incorporated by reference
herein.
|
|
|
Item 3.
|
Source and Amount of Funds or
Other Consideration.
|
1,623,876 shares of Common
Stock were purchased by MEP IV for an aggregate consideration of
$10,068,031.20 of its working capital.
A
fully exercisable
warrant to purchase 324,775 shares
of Common Stock was
purchased by MEP IV for an aggregate consideration of $40,596.90 of its
working capital. A
warrant to purchase 95,382 shares held by MEP IV
exercisable after the earlier of (i) the event of a certain qualified
financing transaction as set forth in the Securities Purchase Agreement dated
as of October 28, 2008, attached as Exhibit A or (ii) December 31, 2009
were purchased by MEP IV for an aggregate consideration of $11,922.73 of its
working capital.
MEP IV received the funds
through contributions of capital from its respective partners (general and
limited). No part of any purchase by
the aforementioned entities was financed with borrowed funds.
114,695 shares of Common
Stock were purchased by MA IV for an aggregate consideration of $711,109 of
its working capital. A
fully exercisable warrant to purchase
22,939 shares
of Common Stock was purchased by MA IV for an
aggregate consideration of $2,867.38 of its working capital. A
warrant to purchase 6,737 shares held by MA IV exercisable after the earlier
of (i) the event of a certain qualified financing transaction as set forth in
the Securities Purchase Agreement dated as of October 28, 2008, attached as
Exhibit A or (ii) December 31, 2009
were purchased by MA IV for
an aggregate consideration of $842.11 of its working capital.
|
9
MA IV received the funds through contributions of
capital from its respective members.
No part of any purchase by the aforementioned entities was financed
with borrowed funds.
|
|
|
Item 4.
|
Purpose of Transaction.
|
MEP IV and MA IV agreed to purchase the securities for investment
purposes with the aim of increasing the value of their investments in the
Issuer.
On October 28, 2008, MEP IV entered into that certain Securities
Purchase Agreement (the Offering) to purchase 1,623,876 shares of Common
Stock of the Issuer, at a price of $6.20 per share (the Common
Shares). In connection therewith,
MEP IV received a warrant to purchase an aggregate of 324,775 shares of
Common Stock of the Issuer (the First Closing Warrant) and a warrant to
purchase an aggregate of 95,382 shares of Common Stock (the Call
Warrant). The First Closing Warrant
has a term of seven years, expiring October 28, 2015. The exercise price under the First Closing
Warrant is $7.44 per share. The First
Closing Warrant may be exercised any day on or after one hundred and eighty
days (180) from October 28, 2008 and prior to the expiration of its term by
payment of the per share exercise price either in cash or by cashless or net
exercise of the First Closing Warrant.
The applicable per share purchase price and the number of shares
issuable upon exercise of the First Closing Warrant is subject to adjustment
for the occurrence of certain events, including stock dividends and
split-ups, combinations, reorganizations and reclassifications. The Call Warrant has a term of seven years
from the date the Call Warrant becomes exercisable. The exercise price under the Call Warrant
is $6.20 per share. The Call Warrant
may be exercised after the
earlier
of (i) the event of a certain qualified financing transaction as set forth in
the Securities Purchase Agreement dated as of October 28, 2008, attached as
Exhibit A or (ii) December 31, 2009
and prior to the expiration
of its term by payment of the per share exercise price either in cash or by
cashless or net exercise of the Call Warrant.
In connection with the Offering, MEP IV has provided the Issuer with
a call right whereby the issuer may, subject to the satisfaction of certain
conditions (the Call Right), require MEP IV to purchase, prior to December
31, 2009, (i) $5,913,675.18 worth of Common Stock with a purchase price of
the lower of (A) $6.20 per share or (B) the five day volume weighted average
price of the Issuers Common Stock on the primary exchange or quotation
system on which the Common Stock is then listed or quoted for the period
ending on the date immediately prior to the closing date of the transaction
associated with the exercise of the Issuers call right; and (ii) an
additional warrant to purchase shares of Common Stock of either 15% or 40% of
the sum of the Common Stock shares purchased in the Offering and those
purchased in connection with the Call Right depending on whether the Issuer
meets certain conditions set forth in the Offering.
On October 28, 2008, MA IV entered into that certain Securities
Purchase Agreement (the Offering) to purchase 114,695 shares of Common
Stock of the Issuer, at a price of $6.20 per share (the Common
Shares). In connection therewith, MA
IV received a warrant to purchase an aggregate of 22,939 shares of Common
Stock of the Issuer (the First Closing Warrant) and a warrant to purchase
an aggregate of 6,737 shares of Common Stock (the Call Warrant). The First Closing Warrant has a term of
seven years, expiring October 28, 2015.
The exercise price under the First Closing Warrant is $7.44 per
share. The First Closing Warrant may
be exercised any day on or after one hundred and eighty days (180) from
October 28, 2008 and prior to the expiration of its term by payment of the
per share exercise price either in cash or by cashless or net exercise of the
First Closing Warrant. The applicable
per share purchase price and the number of shares issuable upon exercise of
the First Closing Warrant is subject to adjustment for the occurrence of
certain events, including stock dividends and split-ups, combinations,
reorganizations and reclassifications.
The Call Warrant has a term of seven years from the date the Call
Warrant becomes exercisable. The
exercise price under the Call Warrant is $6.20 per share. The Call Warrant may be exercised after the
earlier of (i) the event of a
certain qualified financing transaction as set forth in the Securities
Purchase Agreement dated as of October 28, 2008, attached as Exhibit A or
(ii) December 31, 2009
and prior to the expiration of its term
by payment of the per share exercise price either in cash or by cashless or
net exercise of the Call Warrant.
In connection with the Offering, MA IV has provided the Issuer with a
call right whereby the issuer may, subject to the satisfaction of certain
conditions (the Call Right), require MA IV to purchase, prior to December
31, 2009, (i) $417,685.76 worth of Common Stock with a purchase price of the
lower of (A) $6.20 per share or (B) the five day volume weighted average
price of the Issuers Common Stock on the primary exchange or quotation
system on which the Common Stock is then listed or quoted for the period
ending on the date immediately prior to the closing date of the transaction
associated with the exercise of the Issuers call right; and (ii) an additional
warrant to purchase shares of Common Stock of either 15% or 40% of the sum of
the Common Stock shares purchased in the Offering and those purchased in
connection with the Call Right depending on whether the Issuer meets certain
conditions set forth in the Offering.
|
10
In connection with the
Offering, the Issuer increased the number of members of the Board of
Directors of the Company (the Board) to ten (10). Additionally, so long as MEP IV and MA IV or
their affiliated entities hold at least 25% of the 1,738,571 Common Shares
they purchased collectively in the Offering, they shall be entitled to
appoint one (1) representative to the Board.
John Savarese has been initially appointed to this Board position.
Subject to applicable
legal requirements, the Reporting Persons may purchase additional securities
of the Issuer from time to time in open market or private transactions,
depending on its evaluation of the Issuers business, prospects and financial
condition, the market for the Issuers securities, other developments
concerning the Issuer, other opportunities available to the Reporting
Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred
to above, the Reporting Persons may dispose of all or a portion of their
securities of the Issuer at any time.
The Reporting Persons reserve the right to increase or decrease its
holdings on such terms and at such times as each may decide.
Other than as described
above in this Item 4, none of the Reporting Persons have any plan or proposal
relating to or that would result in: (a) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the Board of Directors
or management of the Issuer, including any plans or proposals to change the
number or terms of directors or to fill any existing vacancies on the Board
of Directors of the Issuer; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material
change in the Issuers business or corporate structure; (g) any changes in
the Issuers charter, by-laws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any
person; (h) a class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or (j) any action similar to those enumerated above.
|
Item 5.
|
Interest in Securities of the
Issuer.
|
The following information
with respect to the ownership of the Common Stock of the Issuer by the
persons filing this statement on this Schedule 13D is provided as of February
23, 2009:
|
Reporting
Persons
|
|
Shares
Held Directly
|
|
First
Closing
Warrants Held
Directly
|
|
Sole
Voting
Power
|
|
Shared
Voting
Power (1)
|
|
Sole
Dispositive
Power
|
|
Shared
Dispositive
Power (1)
|
|
Beneficial
Ownership
|
|
Percentage
of Class (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MEP IV
|
|
1,623,876
|
|
324,775
|
|
0
|
|
2,086,825
|
|
0
|
|
2,086,825
|
|
2,086,825
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MA IV
|
|
114,695
|
|
22,939
|
|
0
|
|
2,086,825
|
|
0
|
|
2,086,825
|
|
2,086,825
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MEM IV
|
|
0
|
|
0
|
|
0
|
|
2,086,825
|
|
0
|
|
2,086,825
|
|
2,086,825
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savarese
|
|
0
|
|
0
|
|
0
|
|
2,086,825
|
|
0
|
|
2,086,825
|
|
2,086,825
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chapekar
|
|
0
|
|
0
|
|
0
|
|
2,086,825
|
|
0
|
|
2,086,825
|
|
2,086,825
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Palefsky
|
|
0
|
|
0
|
|
0
|
|
2,086,825
|
|
0
|
|
2,086,825
|
|
2,086,825
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turner
|
|
0
|
|
0
|
|
0
|
|
2,086,825
|
|
0
|
|
2,086,825
|
|
2,086,825
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) MEM IV serves as the
sole general partner of MEP IV and the manager of MA IV. MEM IV owns no securities of the Issuer
directly and shares power to vote and dispose of the shares held by MEP IV. Savarese, Chapekar, Palefsky and Turner
serve as managers of MEM IV and may be deemed to share power to vote and
dispose of the shares held by MEP IV and MA IV; however, Savarese, Chapekar,
Palefsky and Turner disclaim beneficial ownership of the shares held by MEP
IV, except to the extent of their pecuniary interests therein.
(2) This percentage is
calculated based upon 24,930,943 shares of Common Stock outstanding (as of
October 31, 2008) as set forth in the Issuers most recent Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 7,
2008.
|
11
Item 6.
|
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
|
The information provided
and incorporated by reference in Items 3, 4 and 5 is hereby incorporated by
reference.
Other than as described in
this Schedule 13D, to the best of the Reporting Persons knowledge, there are
no other contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Issuer.
|
|
|
Item 7.
|
Material to be Filed as
Exhibits.
|
Exhibit
A: Securities Purchase Agreement dated
October 28, 2008, by and among the Issuer, Montreux Equity Partners IV, L.P.,
Montreux IV Associates, LLC, Skyline Venture Partners V, L.P., and Alta
Partners VIII L.P. (Incorporated by
reference to Exhibit 4.1 to the Issuers Form 8-K filed on October 29, 2008
(SEC File No. 001-33966)).
Exhibit
B: Form of Warrant issued to MEP IV
and MA IV in connection with the Offering (Incorporated by reference to
Exhibit 4.2 to the Issuers Form 8-K filed on October 29, 2008 (SEC File No.
001-33966)).
Exhibit
C: Form of Call Warrant issued to MEP
IV and MA IV in connection with the Offering (Incorporated by reference to
Exhibit 4.3 to the Issuers Form 8-K filed on October 29, 2008 (SEC File No.
001-33966)).
Exhibit
D: Form of Second Closing Warrant to
be issued to MEP IV and MA IV in connection with the Call Right (Incorporated
by reference to Exhibit 4.4 to the Issuers Form 8-K filed on October 29,
2008 (SEC File No. 001-33966)).
Exhibit
E: Form of Call Exercise Warrant to be
issued to MEP IV and MA IV in connection with the Call Right (Incorporated by
reference to Exhibit 4.5 to the Issuers Form 8-K filed on October 29, 2008
(SEC File No. 001-33966)).
Exhibit
F: Agreement regarding filing of joint
Schedule 13D.
|
12
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.
Dated:
February 24, 2009
|
|
MONTREUX
EQUITY PARTNERS IV, L.P.
|
|
|
By:
|
Montreux
Equity Management IV, LLC
|
|
Its:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Daniel K. Turner III
|
|
|
|
|
Name:
|
Daniel
K. Turner III
|
|
|
Manager
|
|
|
|
|
MONTREUX
IV ASSOCIATES, LLC.
|
|
|
|
|
By:
|
Montreux
Equity Management IV, LLC
|
|
Its:
|
Manager
|
|
|
|
|
By:
|
/s/
Daniel K. Turner III
|
|
|
|
|
Name:
|
Daniel
K. Turner III
|
|
|
Manager
|
|
|
|
|
MONTREUX
EQUITY MANAGEMENT IV, LLC
|
|
|
|
|
By:
|
/s/
Daniel K. Turner III
|
|
|
|
|
Name:
|
Daniel
K. Turner III
|
|
|
Manager
|
|
|
|
|
|
|
|
|
/s/
John Savarese
|
|
John
Savarese
|
|
|
|
|
|
|
|
|
/s/
Manish Chapekar
|
|
Manish
Chapekar
|
|
|
|
|
|
|
|
|
/s/
Howard D. Palefsky
|
|
Howard
D. Palefsky
|
|
|
|
|
|
|
|
|
/s/
Daniel K. Turner III
|
|
Daniel
K. Turner III
|
|
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a
power of attorney for this
13
purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
|
ATTENTION:
|
|
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001)
|
14
SCHEDULE I
John Savarese
c/o Montreux Ventures Partners
3000 Sand Hill Road
Building 1, Suite 260
Menlo Park, CA 94025-7073
Principal Occupation: Principal of venture capital investment
partnerships
Citizenship:
United States of America
Manish Chapekar
c/o Montreux Ventures Partners
3000 Sand Hill Road
Building 1, Suite 260
Menlo Park, CA 94025-7073
Principal Occupation: Principal of venture capital investment
partnerships
Citizenship:
United States of America
Howard D. Palefsky
c/o Montreux Ventures Partners
3000 Sand Hill Road
Building 1, Suite 260
Menlo Park, CA 94025-7073
Principal Occupation: Principal of venture capital investment
partnerships
Citizenship:
United States of America
Daniel K. Turner III
c/o Montreux Ventures Partners
3000 Sand Hill Road
Building 1, Suite 260
Menlo Park, CA 94025-7073
Principal Occupation: Principal of venture capital investment
partnerships
Citizenship:
United States of America
15
EXHIBIT
INDEX
Exhibit A:
Securities Purchase Agreement dated October 28, 2008, by and among the
Issuer, Montreux Equity Partners IV, L.P., Montreux IV Associates, LLC, Skyline
Venture Partners V, L.P., and Alta Partners VIII L.P. (Incorporated by reference to Exhibit 4.1 to
the Issuers Form 8-K filed on October 29, 2008 (SEC File No. 001-33966)).
Exhibit B:
Form of Warrant issued to
MEP IV and MA IV
in connection with the Offering
(Incorporated by reference to Exhibit 4.2 to the Issuers Form 8-K filed on
October 29, 2008 (SEC File No. 001-33966)).
Exhibit C:
Form of Call Warrant issued to
MEP IV and MA IV
in connection with the Offering
(Incorporated by reference to Exhibit 4.3 to the Issuers Form 8-K filed on
October 29, 2008 (SEC File No. 001-33966)).
Exhibit D:
Form of Second Closing Warrant to be issued to
MEP IV and MA
IV
in connection with the
Call Right (Incorporated by reference to Exhibit 4.4 to the Issuers Form 8-K
filed on October 29, 2008 (SEC File No. 001-33966)).
Exhibit E:
Form of Call Exercise Warrant to be issued to
MEP IV and MA
IV
in connection with the
Call Right (Incorporated by reference to Exhibit 4.5 to the Issuers Form 8-K
filed on October 29, 2008 (SEC File No. 001-33966)).
Exhibit
F: Agreement regarding filing of joint
Schedule 13D.
16
Exhibit F
JOINT FILING STATEMENT
I,
the undersigned, hereby express my agreement that the attached Schedule 13D
(and any amendments thereto) relating to the common stock of MAKO Surgical
Corporation is filed on behalf of each of the undersigned.
Dated:
February 24, 2009
|
|
|
MONTREUX
EQUITY PARTNERS IV, L.P.
|
|
|
|
By:
|
Montreux
Equity Management IV, LLC
|
|
Its:
|
General
Partner
|
|
|
|
|
By:
|
/s/
Daniel K. Turner III
|
|
|
|
|
Name:
|
Daniel
K. Turner III
|
|
|
Manager
|
|
|
|
|
MONTREUX
IV ASSOCIATES, LLC.
|
|
|
|
|
By:
|
Montreux
Equity Management IV, LLC
|
|
Its:
|
Manager
|
|
|
|
|
By:
|
/s/
Daniel K. Turner III
|
|
|
|
|
Name:
|
Daniel
K. Turner III
|
|
|
Manager
|
|
|
|
|
MONTREUX
EQUITY MANAGEMENT IV, LLC
|
|
|
|
|
By:
|
/s/
Daniel K. Turner III
|
|
|
|
|
Name:
|
Daniel
K. Turner III
|
|
|
Manager
|
|
|
|
|
|
|
|
|
/s/
John Svarese
|
|
John
Savarese
|
|
|
|
|
|
|
|
|
/s/
Manish Chapekar
|
|
Manish
Chapekar
|
|
|
|
|
|
|
|
|
/s/
Howard D. Palefsky
|
|
Howard
D. Palefsky
|
|
|
|
|
|
|
|
|
/s/
Daniel K. Turner III
|
|
Daniel
K. Turner III
|
|
|
ATTENTION:
|
|
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001)
|
17
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