FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MAKO Surgical Corp. [ MAKO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/17/2013 | D | 2,245,249 | D | $30(1) | 0 | I | By Skyline Venture Partners V, L.P.(2) | ||
Common Stock | 12/17/2013 | D | 22,702 | D | $30(1) | 0 | I | By Freund LP(3) | ||
Common Stock | 12/17/2013 | D | 20,000 | D | $30(1) | 0 | I | By Freund/Grais Family Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Director Stock Option (right to buy) | $12.87 | 12/17/2013 | D | 3,300 | (4) | 06/10/2020 | Common Stock | 3,300 | $17.13 | 0 | D | ||||
Director Stock Option (right to buy) | $27.07 | 12/17/2013 | D | 3,300 | (4) | 06/16/2021 | Common Stock | 3,300 | $2.93 | 0 | D | ||||
Director Stock Option (right to buy) | $25.46 | 12/17/2013 | D | 3,338 | (4) | 06/11/2022 | Common Stock | 3,338 | $4.54 | 0 | D | ||||
Director Stock Option (right to buy) | $11.64 | 12/17/2013 | D | 17,317 | (4) | 06/04/2023 | Common Stock | 17,317 | $18.36 | 0 | D | ||||
Common Stock Warrant (right to buy) | $7.44 | 12/17/2013 | D | 487,450 | (5) | 11/02/2015 | Common Stock | 487,450 | $22.56 | 0 | I | By Skyline Venture Partners V, L.P.(2) | |||
Common Stock Warrant (right to buy) | $6.2 | 12/17/2013 | D | 143,157 | (5) | 01/02/2017 | Common Stock | 143,157 | $23.8 | 0 | I | By Skyline Venture Partners V, L.P.(2) |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated September 25, 2013, by and among the issuer, Stryker Corporation, and Lauderdale Merger Corporation, each share of the issuer's common stock was exchanged for a cash payment of $30.00. |
2. These shares are held by Skyline Venture Partners V, L.P. ("SVP V"). Skyline Venture Management V, LLC ("SVM V") is the sole general partner of SVP V, has sole voting and investment control over the shares owned by SVP V, and may be deemed to own beneficially the shares held by SVP V. John G. Freund ("Freund") is the sole Managing Director of SVM V and has voting and dispositive power over the shares held by SVP V. Freund disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein. |
3. The shares are held by the John Freund Family Partnership IV, L.P. ("Freund LP"). The Reporting Person is the trustee and beneficiary of the The John G. Freund Revocable Trust u/a/d 6/26/01 which serves as the general partner of Freund LP. The Reporting Person disclaims beneficial ownership of the shares held by Freund LP except to the extent of his proportionate pecuniary interest therein. |
4. Pursuant to the Merger Agreement, each outstanding stock option, whether vested or unvested, was canceled in exchange for a cash payment equal to the amount, if any, by which $30.00 exceeded the exercise price payable per share under each such stock option. |
5. Pursuant to the Merger Agreement, each outstanding warrant was canceled in exchange for a cash payment equal to the amount by which $30.00 exceeded the exercise price payable per share under each such warrant. |
Remarks: |
/s/ Menashe R. Frank, attorney in fact | 12/17/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |