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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. 2)*
(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
2,277,545 (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
2,277,545 (2)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,294,439 (3)
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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
6.8% (4)
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14.
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Type of Reporting Person
(See Instructions)
PN
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(1) This Amendment No. 2
to 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) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; and (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV. MEM IV serves as the sole general partner of
MEP IV and the manager of MA IV.
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 their respective
pecuniary interests therein.
(3)
Includes (i) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV; (iv) 2,719 shares
held by Savarese; (v) options to purchase 3,300 shares held by Savarese,
vesting ratably quarterly over one year commencing on the June 10, 2010; (vi)
2,719 shares held by Chapekar; (vii) 3,806 shares held by Palefsky; and (viii)
4,350 shares held by Turner. MEM IV
serves as the sole general partner of MEP IV and the manager of MA IV.
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 their respective pecuniary
interests therein.
(4) This percentage is
calculated based upon 33,767,675 shares of Common Stock outstanding (as of
April 29, 2010) as set forth in the Issuers most recent Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 7, 2010.
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
2,277,545 (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
2,277,545 (2)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,294,439 (3)
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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
6.8% (4)
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14.
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Type of Reporting Person
(See Instructions)
OO
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(1) This Amendment No. 2
to 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) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; and (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV. MEM IV serves as the sole general partner of
MEP IV and the manager of MA IV.
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 their respective
pecuniary interests therein.
(3)
Includes (i) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV; (iv) 2,719 shares
held by Savarese; (v) options to purchase 3,300 shares held by Savarese,
vesting ratably quarterly over one year commencing on the June 10, 2010; (vi)
2,719 shares held by Chapekar; (vii) 3,806 shares held by Palefsky; and (viii)
4,350 shares held by Turner. MEM IV serves
as the sole general partner of MEP IV and the manager of MA IV.
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 their respective pecuniary
interests therein.
(4) This percentage is calculated based upon 33,767,675 shares of
Common Stock outstanding (as of April 29, 2010) as set forth in the Issuers
most recent Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 7, 2010.
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
2,277,545 (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
2,277,545 (2)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,294,439 (3)
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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
6.8% (4)
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14.
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Type of Reporting Person
(See Instructions)
OO
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(1) This Amendment No. 2
to 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) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; and (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV. MEM IV serves as the sole general partner of
MEP IV and the manager of MA IV.
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 their respective
pecuniary interests therein.
(3)
Includes (i) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV; (iv) 2,719 shares
held by Savarese; (v) options to purchase 3,300 shares held by Savarese,
vesting ratably quarterly over one year commencing on the June 10, 2010; (vi)
2,719 shares held by Chapekar; (vii) 3,806 shares held by Palefsky; and (viii)
4,350 shares held by Turner. MEM IV
serves as the sole general partner of MEP IV and the manager of MA IV.
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 their respective pecuniary
interests therein.
(4) This percentage is calculated based upon 33,767,675 shares of
Common Stock outstanding (as of April 29, 2010) as set forth in the Issuers
most recent Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 7, 2010.
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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|
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4.
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Source of Funds (See
Instructions)
WC
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|
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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
6,019 (2)
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8.
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Shared Voting Power
2,277,545 (3)
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9.
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Sole Dispositive Power
6,019 (2)
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10.
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Shared Dispositive Power
2,277,545 (3)
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|
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11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,294,439 (4)
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|
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12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
|
Percent of Class
Represented by Amount in Row 11
6.8% (5)
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14.
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Type of Reporting Person
(See Instructions)
IN
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(1) This Amendment No. 2
to 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) 2,719 shares and (ii) options to purchase
3,300 shares, vesting ratably quarterly over one year commencing on the June
10, 2010.
(3)
Includes (i) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; and (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV. MEM IV serves as the sole general partner of
MEP IV and the manager of MA IV.
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 their respective
pecuniary interests therein.
(4)
Includes (i) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV; (iv) 2,719 shares
held by Savarese; (v) options to purchase 3,300 shares held by Savarese,
vesting ratably quarterly over one year commencing on the June 10, 2010; (vi)
2,719 shares held by Chapekar; (vii) 3,806 shares held by Palefsky; and (viii)
4,350 shares held by Turner. MEM IV
serves as the sole general partner of MEP IV and the manager of MA IV.
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 their respective pecuniary interests
therein.
(5) This percentage is calculated based upon 33,767,675 shares of
Common Stock outstanding (as of April 29, 2010) as set forth in the Issuers
most recent Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 7, 2010.
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)
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o
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(b)
|
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
|
|
|
6.
|
Citizenship or Place of Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
3,806
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8.
|
Shared Voting Power
2,277,545 (2)
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9.
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Sole Dispositive Power
3,806
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10.
|
Shared Dispositive Power
2,277,545 (2)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,294,439 (3)
|
|
|
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
6.8% (4)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
(1) This Amendment No. 2
to 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) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; and (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV. MEM IV serves as the sole general partner of
MEP IV and the manager of MA IV.
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 their respective
pecuniary interests therein.
(3)
Includes (i) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV; (iv) 2,719 shares
held by Savarese; (v) options to purchase 3,300 shares held by Savarese,
vesting ratably quarterly over one year commencing on the June 10, 2010; (vi)
2,719 shares held by Chapekar; (vii) 3,806 shares held by Palefsky; and (viii)
4,350 shares held by Turner. MEM IV
serves as the sole general partner of MEP IV and the manager of MA IV.
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 their respective pecuniary interests therein.
(4) This percentage is calculated based upon 33,767,675 shares of
Common Stock outstanding (as of April 29, 2010) as set forth in the Issuers
most recent Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 7, 2010.
6
CUSIP No.
560879108
|
|
|
1.
|
Name of Reporting Persons
Manish Chapekar
|
|
|
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
2,719
|
|
8.
|
Shared Voting Power
2,277,545 (2)
|
|
9.
|
Sole Dispositive Power
2,719
|
|
10.
|
Shared Dispositive Power
2,277,545 (2)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,294,439 (3)
|
|
|
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
6.8% (4)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
(1) This Amendment No. 2
to 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) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; and (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV. MEM IV serves as the sole general partner of
MEP IV and the manager of MA IV.
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 their respective
pecuniary interests therein.
(3)
Includes (i) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV; (iv) 2,719 shares
held by Savarese; (v) options to purchase 3,300 shares held by Savarese,
vesting ratably quarterly over one year commencing on the June 10, 2010; (vi)
2,719 shares held by Chapekar; (vii) 3,806 shares held by Palefsky; and (viii)
4,350 shares held by Turner. MEM IV
serves as the sole general partner of MEP IV and the manager of MA IV.
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 their respective pecuniary
interests therein.
(4) This percentage is calculated based upon 33,767,675 shares of
Common Stock outstanding (as of April 29, 2010) as set forth in the Issuers
most recent Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 7, 2010.
7
CUSIP No.
560879108
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1.
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Name of Reporting Persons
Daniel K. Turner, III
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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
4,350
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8.
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Shared Voting Power
2,277,545 (2)
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9.
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Sole Dispositive Power
4,350
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10.
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Shared Dispositive Power
2,277,545 (2)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,294,439 (3)
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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
6.8% (4)
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14.
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Type of Reporting Person
(See Instructions)
IN
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(1) This Amendment No. 2
to 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) 1,827,712 shares held by MEP IV; (ii) fully
exercisable warrants to purchase 420,157 shares held by MEP IV; and (iii) fully
exercisable warrants to purchase 29,676 shares held by MA IV. MEM IV serves as the sole general partner of
MEP IV and the manager of MA IV.
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 their respective
pecuniary interests therein.
(3)
Includes (i) 1,827,712 shares held by MEP IV; (ii) fully exercisable
warrants to purchase 420,157 shares held by MEP IV; (iii) fully exercisable
warrants to purchase 29,676 shares held by MA IV; (iv) 2,719 shares held by
Savarese; (v) options to purchase 3,300 shares held by Savarese, vesting
ratably quarterly over one year commencing on the June 10, 2010; (vi) 2,719
shares held by Chapekar; (vii) 3,806 shares held by Palefsky; and (viii) 4,350
shares held by Turner. MEM IV serves as
the sole general partner of MEP IV and the manager of MA IV.
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 their respective pecuniary
interests therein.
(4) This percentage is calculated based upon 33,767,675 shares of
Common Stock outstanding (as of April 29, 2010) as set forth in the Issuers
most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on May 7, 2010.
8
Item 1.
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Security and Issuer.
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(a) This Amendment No. 2 to 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 Amendment No. 2 to 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.
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Item 3.
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Source and Amount of Funds or Other
Consideration.
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Item 3
of the Schedule 13D is hereby amended to add the
following
:
Savarese acquired options to purchase 3,300 shares
of Common Stock at a price per share of $12.87 on June 10, 2010 as
consideration for his services as a director of the Company. No part of any purchase by the aforementioned
person was financed with borrowed funds.
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Item 4.
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Purpose of Transaction.
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Item 4
of the Schedule 13D is hereby
amended to add the following
:
In connection
with the in-kind pro-rata distribution of shares of Common Stock to its
general and limited partners reported in Amendment No. 1 to Schedule 13D, MEP
IV was unable to distribute, and therefore continues to hold, 107,043 of such
shares of Common Stock on behalf of certain of its limited partners (the
Special Limited Partners). Pursuant
to the terms of a contract with the Special Limited Partners, MEP IV is
obligated to use commercially reasonable efforts to effect the disposition of
any securities held by the Special Limited Partners that would otherwise be
distributed in-kind to the accounts of its other limited partners. Additionally, MEP IV is obligated to use
all reasonable efforts to achieve the best possible price for such
securities.
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 their
respective pecuniary interests therein.
Savarese
acquired options to purchase 3,300 shares of Common Stock at a price per
share of $12.87 on June 10, 2010 as consideration for his services as a
director of the Company.
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9
Item 5.
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Interest in Securities of the Issuer.
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(a)-(b) The following information with respect to
the ownership of the Common Stock of the Issuer by the persons filing this
statement on this Amendment No. 2 to Schedule 13D is provided as of June [ ],
2010:
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Reporting
Persons
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Shares
Held Directly
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Options.
/
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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MEP IV
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1,827,712
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420,157
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0
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2,277,545
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0
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2,277,545
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2,294,439
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6.8
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%
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MA IV
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0
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29,676
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0
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2,277,545
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0
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2,277,545
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2,294,439
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6.8
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%
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MEM IV
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0
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0
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0
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2,277,545
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0
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2,277,545
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2,294,439
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6.8
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%
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Savarese
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2,719
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3,300
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6,019
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2,277,545
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6,019
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2,277,545
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2,294,439
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6.8
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%
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Chapekar
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2,719
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0
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2,719
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2,277,545
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2,719
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2,277,545
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2,294,439
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6.8
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%
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Palefsky
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3,806
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0
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3,806
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2,277,545
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3,806
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2,277,545
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2,294,439
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6.8
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%
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Turner
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4,350
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0
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4,350
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2,277,545
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4,350
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2,277,545
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2,294,439
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6.8
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%
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(1) MEM IV serves as the sole general partner of MEP
IV and the manager of MA IV. MEM
IV 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 and MA IV, except to the extent of
their respective pecuniary interests therein.
(2) This percentage is calculated based upon
33,767,675 shares of Common Stock outstanding (as of April 29, 2010) as set
forth in the Issuers most recent Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on May 7, 2010.
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(c) Savarese acquired options to purchase 3,300
shares of Common Stock at a price per share of $12.87 on June 10, 2010 as
consideration for his services as a director of the Company.
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10
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 Amendment No. 2 to
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: Agreement regarding filing of joint
Schedule 13D.
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11
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: June 17, 2010
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MONTREUX EQUITY
PARTNERS IV, L.P.
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By:
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Montreux Equity
Management IV, LLC
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Its:
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General Partner
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By:
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/s/ Daniel K. Turner
III
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Name:
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Daniel K. Turner III
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Manager
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MONTREUX IV ASSOCIATES,
LLC.
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By:
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Montreux Equity
Management IV, LLC
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Its:
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Manager
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By:
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/s/ Daniel K. Turner
III
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Name:
|
Daniel K. Turner III
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Manager
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MONTREUX EQUITY
MANAGEMENT IV, LLC
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By:
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/s/ Daniel K. Turner
III
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Name:
|
Daniel K. Turner III
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Manager
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/s/ John Savarese
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John Savarese
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/s/ Manish Chapekar
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Manish Chapekar
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/s/ Howard D. Palefsky
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Howard D. Palefsky
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/s/ Daniel K. Turner
III
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Daniel K. Turner III
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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)
|
12
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
13
EXHIBIT INDEX
Exhibit A:
Agreement regarding filing of joint Schedule 13D.
14
Exhibit A
JOINT FILING STATEMENT
I, the undersigned,
hereby express my agreement that the attached Amendment No. 2 to Schedule 13D
(and any amendments thereto) relating to the common stock of MAKO Surgical
Corp. is filed on behalf of each of the undersigned.
Dated: June 17, 2010
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MONTREUX EQUITY
PARTNERS IV, L.P.
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By:
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Montreux Equity
Management IV, LLC
|
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Its:
|
General Partner
|
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By:
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/s/ Daniel K. Turner
III
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Name:
|
Daniel K. Turner III
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Manager
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MONTREUX IV ASSOCIATES,
LLC.
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By:
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Montreux Equity
Management IV, LLC
|
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Its:
|
Manager
|
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By:
|
/s/ Daniel K. Turner
III
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Name:
|
Daniel K. Turner III
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Manager
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MONTREUX EQUITY
MANAGEMENT IV, LLC
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By:
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/s/ Daniel K. Turner
III
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Name:
|
Daniel K. Turner III
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Manager
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/s/ John Savarese
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John Savarese
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/s/ Manish Chapekar
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Manish Chapekar
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/s/ Howard D. Palefsky
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Howard D. Palefsky
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/s/ Daniel K. Turner
III
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Daniel K. Turner III
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ATTENTION:
|
|
Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)
|
15
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