- Statement of Beneficial Ownership (SC 13D)
February 26 2009 - 5:28PM
Edgar (US Regulatory)
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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)
Kerry
Kenny
525
University Ave.
Palo
Alto, CA 94301
650-475-0144
(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
Skyline Venture Partners V, 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
Delaware, 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
2,924,699 (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
2,924,699 (2)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,924,699 (2)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented
by Amount in Row 11
11.7% (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 Skyline Venture Partners V, L.P.
(SVP V), Skyline Venture Management V, LLC (SVM V) and John Freund
(Freund, together with SVP V and SVM V, the Reporting Persons). The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13D.
(2) Includes (i) 2,437,249 shares held by SVP V; and (ii) a fully
exercisable warrant to purchase 487,450 shares held by SVP V. SVP V also holds a warrant to purchase
143,157 shares, 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. SVM V serves as the sole
general partner of SVP V and owns no securities of the Issuer directly. Freund is a director and the sole managing
member of SVM V with voting and dispositive powers over the shares held by SVP
V; however, Freund disclaims beneficial ownership of the shares held by SVP V
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
Skyline Venture Management V, 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
2,924,699 (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
2,924,699 (2)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,924,699 (2)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class
Represented by Amount in Row 11
11.7% (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 Skyline Venture Partners V, L.P.
(SVP V), Skyline Venture Management V, LLC (SVM V) and John Freund
(Freund, together with SVP V and SVM V, the Reporting Persons). The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13D.
(2) Includes (i) 2,437,249 shares held by SVP V; and (ii) a fully
exercisable warrant to purchase 487,450 shares held by SVP V. SVP V also holds a warrant to purchase
143,157 shares, 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. SVM V serves as the sole
general partner of SVP V and owns no securities of the Issuer directly. Freund is a director and the sole managing
member of SVM V with voting and dispositive powers over the shares held by SVP
V; however, Freund disclaims beneficial ownership of the shares held by SVP V
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
John Freund
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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.
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Sole Voting Power
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8.
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Shared Voting Power
2,924,699 (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
2,924,699 (2)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,924,699 (2)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class
Represented by Amount in Row 11
11.7% (3)
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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 Skyline Venture Partners V, L.P.
(SVP V), Skyline Venture Management V, LLC (SVM V) and John Freund
(Freund, together with SVP V and SVM V, the Reporting Persons). The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13D.
(2) Includes (i) 2,437,249 shares held by SVP V; and (ii) a fully
exercisable warrant to purchase 487,450 shares held by SVP V. SVP V also holds a warrant to purchase
143,157 shares, 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. SVM V serves as the sole
general partner of SVP V and owns no securities of the Issuer directly. Freund is a director and the sole managing
member of SVM V with voting and dispositive powers over the shares held by SVP
V; however, Freund disclaims beneficial ownership of the shares held by SVP V
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
Item 1.
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Security and Issuer.
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(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.
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Item 2.
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Identity and Background.
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(a)
This Schedule 13D is filed by Skyline
Venture Partners V, L.P. (SVP V), Skyline Venture Management V, LLC (SVM
V), John G. Freund (Freund, together with SVP V, SVM V and Freund, 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 525 University Avenue, Palo Alto,
California 94301.
(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)
SVP V is a Delaware limited
partnership. SVM V is a California
limited liability company. Freund 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 SVM V, the general partner of SVP V (the Listed
Persons), required by Item 2 of Schedule 13D is listed on Schedule I hereto
and is incorporated by reference herein.
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Item 3.
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Source and Amount of Funds or Other
Consideration.
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2,437,249 shares of Common Stock were purchased by
SVP V for an aggregate consideration of $15,110,943.80 of its working
capital. A fully exercisable warrant
to purchase 487,450 shares of Common Stock was purchased by SVP V for an
aggregate consideration of $60,931.23 of its working capital. A warrant to purchase 143,157 shares held
by SVP V 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 SVP V for an aggregate consideration of
$17,894.63 of its working capital.
SVP V 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.
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Item 4.
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Purpose of Transaction.
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SVP V agreed to purchase the securities for
investment purposes with the aim of increasing the value of its investments
in the Issuer.
On October 28, 2008, SVP V entered into that certain
Securities Purchase Agreement (the Offering) to purchase 2,437,249 shares
of Common Stock of the Issuer, at a price of $6.20 per share (the Common
Shares). In connection therewith,
SVP V received a warrant to purchase an aggregate of 487,450 shares of Common
Stock of the Issuer (the First Closing Warrant) and a warrant to purchase
an aggregate of 143,157 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
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5
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, SVP V has provided
the Issuer with a call right whereby the issuer may, subject to the
satisfaction of certain conditions (the Call Right), require SVP V to
purchase, prior to December 31, 2009, (i) $8,875,739.65 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.
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 SVP V or its affiliated entities hold at least 25% of the 2,437,450
Common Shares it purchased in the Offering, it shall be entitled to appoint
one (1) representative to the Board.
John Freund has been initially appointed by SVP V 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.
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Item 5.
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Interest in Securities of the Issuer.
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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:
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6
Reporting Persons
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Shares Held
Directly
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First Closing
Warrants
Held
Directly
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Sole
Voting
Power
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Shared
Voting
Power (1)
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Sole
Dispositive
Power
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Shared
Dispositive
Power (1)
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Beneficial
Ownership
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Percentage
of Class (2)
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SVP V
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2,437,249
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487,450
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0
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2,924,699
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0
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2,924,699
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2,924,699
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11.7
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%
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SVM V
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0
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0
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0
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2,924,699
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0
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2,924,699
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2,924,699
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11.7
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%
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Freund
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0
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0
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0
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2,924,699
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0
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2,924,699
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2,924,699
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11.7
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%
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(1) SVM V serves as the sole general partner of SVP V. SVM V owns no securities of the Issuer
directly and shares power to vote and dispose of the shares held by SVP V. Freund serves as a managing director of SVM V
and may be deemed to share power to vote and dispose of the shares held by SVP
V; however, Freund disclaims beneficial ownership of the shares held by SVP V,
except to the extent of his 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.
7
Item 6.
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Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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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.
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Item 7.
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Material to be Filed as Exhibits.
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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 SVP V 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 SVP V 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 SVP V 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 SVP V 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.
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8
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
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SKYLINE VENTURE PARTNERS V, L.P.
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By:
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Skyline Venture Management V, LLC
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Its:
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General Partner
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By:
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/s/ John Freund
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Name:
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John Freund
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Manager
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SKYLINE VENTURE MANAGEMENT V, LLC
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By:
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/s/ John Freund
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Name:
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John Freund
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Manager
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/s/ John Freund
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John Freund
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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 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.
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ATTENTION:
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)
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9
SCHEDULE I
John G. Freund
c/o Skyline Ventures
525 University Avenue
Palo Alto, California 94301
Principal Occupation: Principal
of venture capital investment partnerships
Citizenship: United States of
America
10
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 SVP V 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 SVP V 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 SVP V 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 SVP V 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.
11
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
SKYLINE VENTURE PARTNERS
V, L.P.
By:
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Skyline Venture Management V, LLC
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Its:
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General Partner
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By:
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/s/ John Freund
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Name:
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John Freund
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Manager
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SKYLINE VENTURE MANAGEMENT V, LLC
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By:
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/s/ John Freund
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Name:
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John Freund
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Manager
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/s/ John Freund
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John Freund
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Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
12
Mako Surgical Corp. (MM) (NASDAQ:MAKO)
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From Jun 2024 to Jul 2024
Mako Surgical Corp. (MM) (NASDAQ:MAKO)
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From Jul 2023 to Jul 2024