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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 3)*
(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 person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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).
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CUSIP No.
560879108
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1.
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Names 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
1,345,503 (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
1,345,503 (2)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,440,616 (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
3.4% (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. 3 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”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner, III (“Turner” and together with MEP IV, MA IV, MEM IV, Savarese and Palefsky, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 895,670 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, 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) 895,670 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) 22,653 shares held by Savarese; (v) options to purchase 4,950 shares held by Savarese, which are exercisable within 60 days of the date hereof; (vi) 3,356 shares held by Palefsky; (vii) 36,246 shares held by Turner and (viii) 27,908 shares held by Victoria Capital Management, Inc., a sub chapter S corporation controlled by Palefsky. MEM IV serves as the sole general partner of MEP IV and the manager of MA IV. Savarese, 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 41,655,835 shares of Common Stock outstanding (as of October 31, 2011) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011.
2
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CUSIP No.
560879108
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1.
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Names 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
1,345,503 (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
1,345,503 (2)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,440,616 (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
3.4% (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. 3 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”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner, III (“Turner” and together with MEP IV, MA IV, MEM IV, Savarese and Palefsky, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 895,670 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, 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) 895,670 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) 22,653 shares held by Savarese; (v) options to purchase 4,950 shares held by Savarese, which are exercisable within 60 days of the date hereof; (vi) 3,356 shares held by Palefsky; (vii) 36,246 shares held by Turner and (viii) 27,908 shares held by Victoria Capital Management, Inc., a sub chapter S corporation controlled by Palefsky. MEM IV serves as the sole general partner of MEP IV and the manager of MA IV. Savarese, 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 41,655,835 shares of Common Stock outstanding (as of October 31, 2011) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011.
3
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CUSIP No.
560879108
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1.
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Names 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
1,345,503 (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
1,345,503 (2)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,440,616 (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
3.4% (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. 3 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”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner, III (“Turner” and together with MEP IV, MA IV, MEM IV, Savarese and Palefsky, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 895,670 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, 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) 895,670 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) 22,653 shares held by Savarese; (v) options to purchase 4,950 shares held by Savarese, which are exercisable within 60 days of the date hereof; (vi) 3,356 shares held by Palefsky; (vii) 36,246 shares held by Turner and (viii) 27,908 shares held by Victoria Capital Management, Inc., a sub chapter S corporation controlled by Palefsky. MEM IV serves as the sole general partner of MEP IV and the manager of MA IV. Savarese, 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 41,655,835 shares of Common Stock outstanding (as of October 31, 2011) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011.
4
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CUSIP No.
560879108
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1.
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Names 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 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
27,603 (2)
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8.
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Shared Voting Power
1,345,503 (3)
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9.
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Sole Dispositive Power
27,603 (2)
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10.
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Shared Dispositive Power
1,345,503 (3)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,440,616 (4)
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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
3.4% (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. 3 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”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner, III (“Turner” and together with MEP IV, MA IV, MEM IV, Savarese and Palefsky, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 22,653 shares and (ii) options to purchase 4,950 shares, which are exercisable within 60 days of the date hereof.
(3) Includes (i) 895,670 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, 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) 895,670 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) 22,653 shares held by Savarese; (v) options to purchase 4,950 shares held by Savarese, which are exercisable within 60 days of the date hereof; (vi) 3,356 shares held by Palefsky; (vii) 36,246 shares held by Turner and (viii) 27,908 shares held by Victoria Capital Management, Inc., a sub chapter S corporation controlled by Palefsky. MEM IV serves as the sole general partner of MEP IV and the manager of MA IV. Savarese, 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 41,655,835 shares of Common Stock outstanding (as of October 31, 2011) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011.
5
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CUSIP No. 560879108
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1.
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Names 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)
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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 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
31,264(2)
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8.
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Shared Voting Power
1,345,503 (3)
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9.
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Sole Dispositive Power
31,264 (2)
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10.
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Shared Dispositive Power
1,345,503 (3)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,440,616 (4)
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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
3.4% (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. 3 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”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner, III (“Turner” and together with MEP IV, MA IV, MEM IV, Savarese and Palefsky, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 3,356 shares held by Palefsky and (ii) 27,908 held by Victoria Capital Management, Inc., a sub chapter S corporation controlled by Palefsky.
(3) Includes (i) 895,670 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, 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) 895,670 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) 22,653 shares held by Savarese; (v) options to purchase 4,950 shares held by Savarese, which are exercisable within 60 days of the date hereof; (vi) 3,356 shares held by Palefsky; (vii) 36,246 shares held by Turner and (viii) 27,908 shares held by Victoria Capital Management, Inc., a sub chapter S corporation controlled by Palefsky. MEM IV serves as the sole general partner of MEP IV and the manager of MA IV. Savarese, 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 41,655,835 shares of Common Stock outstanding (as of October 31, 2011) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011.
6
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CUSIP No. 560879108
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1.
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Names 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 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
36,246
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8.
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Shared Voting Power
1,345,503 (2)
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9.
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Sole Dispositive Power
36,246
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10.
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Shared Dispositive Power
1,345,503 (2)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,440,616 (3)
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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.
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Percent of Class Represented by Amount in Row 11
3.4% (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. 3 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”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner, III (“Turner” and together with MEP IV, MA IV, MEM IV, Savarese and Palefsky, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Includes (i) 895,670 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, 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) 895,670 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) 22,653 shares held by Savarese; (v) options to purchase 4,950 shares held by Savarese, which are exercisable within 60 days of the date hereof; (vi) 3,356 shares held by Palefsky; (vii) 36,246 shares held by Turner and (viii) 27,908 shares held by Victoria Capital Management, Inc., a sub chapter S corporation controlled by Palefsky. MEM IV serves as the sole general partner of MEP IV and the manager of MA IV. Savarese, 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 41,655,835 shares of Common Stock outstanding (as of October 31, 2011) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011.
7
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Item 1.
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Security and Issuer.
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(a)
This Amendment No. 3 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. 3 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”), Howard D. Palefsky (“Palefsky”) and Daniel K. Turner, III (“Turner” and together with MEP IV, MA IV, MEM IV, Savarese 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. 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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Not applicable.
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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:
On November 15, 2011, MEP IV distributed 811,234 shares of Common Stock on a pro rata basis to its general and limited partners. As part of this distribution: (i) Savarese received 17,233 shares of Common Stock; (ii) Victoria Capital Management, Inc., which is a sub chapter S corporation controlled by Palefsky, received 24,126 shares of Common Stock and (iii) Turner received 27,573 shares of Common Stock. MEP IV agreed to distribute the shares in order to provide liquidity to their general and limited partners and members, respectively.
In connection with the in-kind pro-rata distribution of shares of Common Stock to its general and limited partners reported in this Amendment No. 3 to Schedule 13D, MEP IV was unable to distribute, and therefore continues to hold, 188,766 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, 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.
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8
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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. 3 to Schedule 13D is provided as of November 15, 2011:
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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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895,670
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420,157
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0
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1,345,503
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0
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1,345,503
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1,440,616
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3.4
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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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1,345,503
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0
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1,345,503
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1,440,616
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3.4
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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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1,345,503
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0
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1,345,503
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1,440,616
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3.4
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%
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Savarese
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22,653
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4,950
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27,603
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1,345,503
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27,603
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1,345,503
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1,440,616
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3.4
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%
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Palefsky
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31,264
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0
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31,264
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1,345,503
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31,264
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1,345,503
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1,440,616
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3.4
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%
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Turner
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36,246
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0
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36,246
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1,345,503
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36,246
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1,345,503
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1,440,616
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3.4
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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, 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, 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 41,655,835 shares of Common Stock outstanding (as of October 31, 2011) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011.
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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.
On June 10, 2010, the Issuer granted Dr. Savarese 3,300 stock options, all of which have vested and are immediately exercisable. These options expire on June 10, 2020 and have an exercise price of $12.87 per share.
On June 16, 2011, the Issuer granted Dr. Savarese 3,300 stock options, of which 825 have vested and are immediately exercisable and another 825 of which are exercisable within 60 days of the date hereof. These options expire on June 16, 2021 and have an exercise price of $27.07 per share.
Other than as described in this Amendment No. 3 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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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: November 30, 2011
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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:
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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:
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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/ 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 representative’s 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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SCHEDULE I
John Savarese
c/o Montreux Equity 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 Equity 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 Equity 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
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EXHIBIT INDEX
Exhibit A: Agreement regarding filing of joint Schedule 13D.
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Exhibit A
JOINT FILING STATEMENT
I, the undersigned, hereby express my agreement that the attached Amendment No. 3 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.
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Dated: November 30, 2011
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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:
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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:
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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/ 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:
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)
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