| 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) 02/20/2008 | ||||||||||||||||||||||||||
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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, par value $0.001 | 02/20/2008 | C | 1,486,634 | A | (1) | 1,736,634 | I | See Footnotes(1)(2)(3)(4) | ||
| Common Stock, par value $0.001 | 02/20/2008 | P | 250,000 | A | $10 | 1,736,634 | I | See Footnotes(5)(6)(7) | ||
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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 | ||||||||
| Series C Preferred Stock | (1) | 02/14/2008 | C | 1,486,634 | 02/06/2007 | (1) | Common Stock | 1,486,634 | (1) | 0(1) | I | See Footnotes(2)(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. As a result of a one-for-3.03 reverse split of MAKO Surgical Corp. (the "Company") common stock, each share of convertible preferred stock converted into 0.330033 of a share of common stock upon the closing of the Company's initial public offering. |
| 2. Tudor Investment Corporation ("TIC") is the investment adviser or trading advisor to each of The Tudor BVI Global Portfolio L.P. (f/k/a The Tudor BVI Global Portfolio Ltd.) ("BVI") and The Raptor Global Portfolio Ltd. ("Raptor"), and the General Partner of The Altar Rock Fund L.P. ("Altar Rock"). The shares of Common Stock (collectively, "Common Stock") as reported herein as indirectly beneficially owned by TIC are directly beneficially owned by BVI (368,855 shares), Raptor (1,107,917 shares), and Altar Rock (9,862 shares). Because TIC is the sole General Partner of Altar Rock and provides investment-advisory services to BVI and Raptor, TIC may be deemed to beneficially own the shares of Common Stock owned by each of such entities. TIC disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of its pecuniary interest in such securities. |
| 3. The shares of Common Stock (the "Shares") are reported herein as indirectly beneficially owned by Paul Tudor Jones II. The Shares are owned indirectly by TIC (1,486,634 shares) (see Footnote 2). Because Mr. Jones is the controlling shareholder of TIC, Mr. Jones may be deemed to beneficially own the Shares deemed beneficially owned by TIC. Mr. Jones expressly disclaims such beneficial ownership. |
| 4. The Shares are reported herein as indirectly beneficially owned by James J. Pallotta. The Shares are owned indirectly by TIC (1,486,634 shares) (see Footnote 2). Because Mr. Pallotta is the portfolio manager of TIC with respect to the Shares and may be deemed to have voting and investment authority with respect to the Shares, Mr. Pallotta may be deemed to beneficially own the Shares deemed beneficially owned by TIC. Mr. Pallotta expressly disclaims such beneficial ownership. |
| 5. The shares of Common Stock as reported herein as indirectly beneficially owned by TIC are directly beneficially owned by BVI (58,496 shares), Raptor (189,827 shares), and Altar Rock (1,677 shares). Because TIC is the sole General Partner of Altar Rock and provides investment-advisory services to BVI and Raptor, TIC may be deemed to beneficially own the shares of Common Stock owned by each of such entities. TIC disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of its pecuniary interest in such securities. |
| 6. The shares of Common Stock (the "Shares") are reported herein as indirectly beneficially owned by Paul Tudor Jones II. The Shares are owned indirectly by TIC (250,000 shares) (see Footnote 5). Because Mr. Jones is the controlling shareholder of TIC, Mr. Jones may be deemed to beneficially own the Shares deemed beneficially owned by TIC. Mr. Jones expressly disclaims such beneficial ownership. |
| 7. The Shares are reported herein as indirectly beneficially owned by James J. Pallotta. The Shares are owned indirectly by TIC (250,000 shares) (see Footnote 5). Because Mr. Pallotta is the portfolio manager of TIC with respect to the Shares and may be deemed to have voting and investment authority with respect to the Shares, Mr. Pallotta may be deemed to beneficially own the Shares deemed beneficially owned by TIC. Mr. Pallotta expressly disclaims such beneficial ownership. |
| TUDOR INVESTMENT CORPORATION by /s/ Stephen N. Waldman, Managing Director | 02/22/2008 | |
| /s/ Paul Tudor Jones II | 02/22/2008 | |
| /s/ James J. Pallotta | 02/22/2008 | |
| ** 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. | ||