-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H1DwoTk4CTjrtgdXfhBhwt+mQAP2aU8nRffrdoKbiPvyahNXYl+pXMNi9La1Tdkv TVdmJGPYGVAVagBoOTgfLg== 0000950005-08-000331.txt : 20081106 0000950005-08-000331.hdr.sgml : 20081106 20081106171702 ACCESSION NUMBER: 0000950005-08-000331 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081106 DATE AS OF CHANGE: 20081106 GROUP MEMBERS: ALTA PARTNERS MANAGEMENT VIII, LLC GROUP MEMBERS: ALTA PARTNERS VIII, L.P. GROUP MEMBERS: DANIEL JANNEY GROUP MEMBERS: FARAH CHAMPSI GROUP MEMBERS: GUY NOHRA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAKO Surgical Corp. CENTRAL INDEX KEY: 0001411861 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 201901148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83839 FILM NUMBER: 081168047 BUSINESS ADDRESS: STREET 1: 2555 DAVIE ROAD CITY: FT. LAUDERDALE STATE: FL ZIP: 33317 BUSINESS PHONE: 954-927-2044 MAIL ADDRESS: STREET 1: 2555 DAVIE ROAD CITY: FT. LAUDERDALE STATE: FL ZIP: 33317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Alta Partners VIII, L.P. CENTRAL INDEX KEY: 0001399763 IRS NUMBER: 204774702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-362-4022 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 p20493sc13g.htm SCHEDULE 13G UNITED STATES



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549



SCHEDULE 13G

(Amendment No. _  _)*


UNDER THE SECURITIES EXCHANGE ACT OF 1934



MAKO SURGICAL CORP

(Name of Issuer)


Common Stock

(Title of Class of Securities)


560879108

(CUSIP Number)



October 31, 2008

(Date of Event That Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[   ]

Rule 13d-1(b)

[X]

Rule 13d-1(c)

[   ]

Rule 13d-1(d)

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




 



CUSIP No. 560879108

 

Page 2of 11 pages





(1) Names of Reporting Persons.

Alta Partners VIII, L. P.

(2) Check The Appropriate Box If A Member Of A Group

(a)

[   ]

 

(b)

[X]

 

(3)

SEC Use Only


(4)

Citizenship or Place of Organization

Delaware

 

Number Of Shares

Beneficially Owned

By Each Reporting

Person With

(5)

Sole Voting Power

1,316,115 (a)

  

(6)

Shared Voting Power

-0-

  
 

(7)

Sole Dispositive Power


1,316,115 (a)

(8)

Shared Dispositive Power


-0-

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

1,316,115 (a)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares*


(11)

Percent Of Class Represented By Amount In Row (9)

5.3% (b)

(12)

Type Of Reporting Person

PN


(a)

Alta Partners VIII, L.P. (“APVIII”) has sole voting and dispositive control over 1,316,115 shares of common stock (“Common Stock”) of Mako Surgical Corp. (the “Issuer”), except that Alta Partners Management VIII, LLC (“APMVIII”), the general partner of APVIII,  and Daniel Janney (“Janney”), Guy Nohra (“Nohra”) and Farah Champsi (“Champsi”), the managing directors of APMVIII, may be deemed to share the right to direct the voting and dispositive control over such stock.  

(b)

The percentage set forth in row (11) is based on an aggregate of 24,928,532 shares of Common Stock outstanding, including 6,451,613 shares of Common Stock issued in a private placement that closed on October 31, 2008 (the “Private Placement”), as disclosed in the Issuer’s Current Report on Form 8-K filed on October 30, 2008, and 18,476,919 shares of Common Stock outstanding prior to the Private Placement as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2008.



 



CUSIP No. 560879108

 

Page 3of 11 pages




(1) Names of Reporting Persons.

Alta Partners Management VIII, LLC.

(2) Check The Appropriate Box If A Member Of A Group

(a)

[   ]

 

(b)

[X]

 

(3)

SEC Use Only


(4)

Citizenship or Place of Organization

Delaware

 

Number Of Shares

Beneficially Owned

By Each Reporting

Person With

(5)

Sole Voting Power

-0-

  

(6)

Shared Voting Power

1,316,115 (c)

  
 

(7)

Sole Dispositive Power


-0-

(8)

Shared Dispositive Power


1,316,115 (c)

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

1,316,115 (c)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares*


(11)

Percent Of Class Represented By Amount In Row (9)

5.3% (b)

(12)

Type Of Reporting Person

OO


(c)

APMVIII shares voting and dispositive control over the 1,316,115 shares of Common Stock beneficially owned by APVIII.  



 



CUSIP No. 560879108

 

Page 4of 11 pages




(1) Names of Reporting Persons.

Guy Nohra

(2) Check The Appropriate Box If A Member Of A Group

(a)

[   ]

 

(b)

[X]

 

(3)

SEC Use Only


(4)

Citizenship or Place of Organization

United States

 

Number Of Shares

Beneficially Owned

By Each Reporting

Person With

(5)

Sole Voting Power

-0-

  

(6)

Shared Voting Power

1,316,115 (d)

  
 

(7)

Sole Dispositive Power


-0-

(8)

Shared Dispositive Power


1,316,115 (d)

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

1,316,115 (d)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares*


(11)

Percent Of Class Represented By Amount In Row (9)

5.3% (b)

(12)

Type Of Reporting Person

IN


(d)

Nohra shares voting and dispositive control over the 1,316,115 shares of Common Stock beneficially owned by APVIII.



 



CUSIP No. 560879108

 

Page 5of 11 pages




(1) Names of Reporting Persons.

Daniel Janney

(2) Check The Appropriate Box If A Member Of A Group

(a)

[   ]

 

(b)

[X]

 

(3)

SEC Use Only


(4)

Citizenship or Place of Organization

United States

 

Number Of Shares

Beneficially Owned

By Each Reporting

Person With

(5)

Sole Voting Power

-0-

  

(6)

Shared Voting Power

1,316,115 (e)

  
 

(7)

Sole Dispositive Power


-0-

(8)

Shared Dispositive Power


1,316,115 (e)

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

1,316,115 (e)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares*


(11)

Percent Of Class Represented By Amount In Row (9)

5.3% (b)

(12)

Type Of Reporting Person

IN


(e)

Janney shares voting and dispositive control over the 1,316,115 shares of Common Stock beneficially owned by APVIII.



 



CUSIP No. 560879108

 

Page 6of 11 pages




(1) Names of Reporting Persons.

Farah Champsi

(2) Check The Appropriate Box If A Member Of A Group

(a)

[   ]

 

(b)

[X]

 

(3)

SEC Use Only


(4)

Citizenship or Place of Organization

United States

 

Number Of Shares

Beneficially Owned

By Each Reporting

Person With

(5)

Sole Voting Power

-0-

  

(6)

Shared Voting Power

1,316,115 (f)

  
 

(7)

Sole Dispositive Power


-0-

(8)

Shared Dispositive Power


1,316,115 (f)

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

1,316,115 (f)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares*


(11)

Percent Of Class Represented By Amount In Row (9)

5.3% (b)

(12)

Type Of Reporting Person

IN


(f)

Champsi shares voting and dispositive control over the 1,316,115 shares of Common Stock beneficially owned by APVIII.



 



CUSIP No. 560879108

 

Page 7of 11 pages



Item 1.

(a)

Name of Issuer: Mako Surgical Corp. (“Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:


2555 Davie Road

Ft Lauderdale, FL 33317

Item 2.

(a)

Name of Person Filing:


Alta Partners VIII, L.P. (“APVIII”)

Alta Partners Management VIII, LLC (“APMVIII”)

Guy Nohra (“GN”)

Daniel Janney (“DJ”)

Farah Champsi (“FC”)

 (b)

Address of Principal Business Office:


One Embarcadero Center, Suite 3700

San Francisco, CA  94111

 (c)

Citizenship/Place of Organization:


Entities:

APVIII -

Delaware

APMVIII -

Delaware




Individuals:

DJ

United States

GN

United States

FC

United States


(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:  560879108

Item 3.

Not applicable.







 



CUSIP No. 560879108

 

Page 8of 11 pages



Item 4

Ownership.

Please see Attachment A

  

APVIII

AMPVIII

DJ

GN

FC

(a)

Beneficial Ownership

1,316,115

1,316,115

1,316,115

1,316,115

1,316,115

(b)

Percentage of Class

5.3%

5.3%

5.3%

5.3%

5.3%

(c)

Sole Voting Power

1,316,115

-0-

-0-

-0-

-0-

 

Shared Voting Power

-0-

1,316,115

1,316,115

1,316,115

1,316,115

 

Sole Dispositive Power

1,316,115

-0-

-0-

-0-

-0-

 

Shared Dispositive Power

-0-

1,316,115

1,316,115

1,316,115

1,316,115

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group

No reporting person is a member of a group as defined in Section 240.13d-1(b)(1)(ii)(J) of the Act.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

EXHIBITS

A:

Joint Filing Statement



 



CUSIP No. 560879108

 

Page 9of 11 pages



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.


Date:

November 6, 2008


Alta Partners VIII, L.P.

By:  Alta Partners Management VIII, LLC



By:                     /s/ Daniel Janney                    

Daniel Janney, Managing Director



Alta Partners Management VIII, LLC




By:        /s/ Daniel Janney                                 

Daniel Janney, Managing Director





            /s/ Daniel Janney                                  

Daniel Janney



            /s/ Guy Nohra                                       

Guy Nohra



            /s/ Farah Champsi                                

Farah Champsi



 



CUSIP No. 560879108

 

Page 10of 11 pages




EXHIBIT A


AGREEMENT OF JOINT FILING


We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of us.


Date:

November 6, 2008




Alta Partners VIII, L.P.

By:  Alta Partners Management VIII, LLC



By:                     /s/ Daniel Janney                   

Daniel Janney, Managing Director



Alta Partners Management VIII, LLC




By:       /s/ Daniel Janney                                 

Daniel Janney, Managing Director





             /s/ Daniel Janney                                

Daniel Janney



             /s/ Guy Nohra                                     

Guy Nohra



             /s/ Farah Champsi                              

Farah Champsi



 



CUSIP No. 560879108

 

Page 11of 11 pages




Attachment A



Alta Partners VIII, L.P. beneficially owns 1,316,115 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.

Alta Partners Management VIII, LLC is the general partner of Alta Partners VIII, L.P. and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Alta Partners Management VIII, LLC disclaims beneficial ownership of all such shares, except to the extent of its pecuniary interest therein.


Mr. Daniel Janney is a managing director of Alta Partners Management VIII, LLC and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Mr. Janney disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.


Mr. Guy Nohra is a managing director of Alta Partners Management VIII, LLC and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Mr. Nohra disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

Ms. Farah Champsi is a managing director of Alta Partners Management VIII, LLC and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Ms. Champsi disclaims beneficial ownership of all such shares, except to the extent of her pecuniary interest therein.

 



 


-----END PRIVACY-ENHANCED MESSAGE-----