SC 13G 1 d245497dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO §240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2

(Amendment No.     )*

 

 

Mazor Robotics Ltd.

(Name of Issuer)

American Depository Shares

Represented by American Depository Receipts

(Each Representing Two Ordinary Shares,

Par Value NIS 0.01 Per Share)

(Title of Class of Securities)

57886P103

(CUSIP Number)

August 11, 2016

(Date of Event Which 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 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. 57886P103    13G    Page 2 of 7 Pages

 

  (1)   

Names of reporting persons

 

Medtronic plc

  (2)  

Check the appropriate box if a member of a group (see instructions)*

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

    Ireland

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

    0

   (6)   

Shared voting power

 

    1,958,684 (1)

   (7)   

Sole dispositive power

 

    0

   (8)   

Shared dispositive power

 

    1,958,684 (1)

  (9)  

Aggregate amount beneficially owned by each reporting person

 

    1,958,684 (1)

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)  

Percent of class represented by amount in Row (9)

 

    8.6% (1)

(12)  

Type of reporting person (see instructions)

 

    OO

 

(1) American Depositary Shares, which represent 3,917,368 ordinary shares in the aggregate.

 

(2) This percentage is calculated based upon 45,615,232 outstanding ordinary shares, in accordance with information provided by the Issuer to the Reporting Person on August 11, 2016.

 

Page 2 of 7

CUSIP No. 57886P103    13G    Page 3 of 7 Pages

 

  (1)   

Names of reporting persons

 

Covidien Group S.a.r.l.

  (2)  

Check the appropriate box if a member of a group (see instructions)*

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

    Luxembourg

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

    1,958,684 (1)

   (6)   

Shared voting power

 

    0

   (7)   

Sole dispositive power

 

    1,958,684 (1)

   (8)   

Shared dispositive power

 

    0

  (9)  

Aggregate amount beneficially owned by each reporting person

 

    1,958,684 (1)

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)  

Percent of class represented by amount in Row (9)

 

    8.6% (2)

(12)  

Type of reporting person (see instructions)

 

    OO

 

(1) American Depositary Shares, which represent 3,917,368 ordinary shares in the aggregate.

 

(2) This percentage is calculated based upon 45,615,232 outstanding ordinary shares, in accordance with information provided by the Issuer to the Reporting Person on August 11, 2016.

 

Page 3 of 7

Item 1(a) Name of Issuer:

Mazor Robotics Ltd.

 

Item 1(b) Address of Issuer’s Principal Executive Offices:

7 HaEshel Street

Caesarea Industrial Park South

3088900 Israel

 

Item 2(a) Name of Persons Filing:

Medtronic plc

Covidien Group S.a.r.l.

Medtronic plc (“Medtronic”) and its wholly-owned subsidiary, Covidien Group S.a.r.l. (“Covidien”) are jointly filing this Statement of Beneficial Ownership on Schedule 13G to report their acquisition of 1,958,684 American Depositary Shares, in the aggregate, which represent 3,917,368 ordinary shares, constituting in excess of 5% of the outstanding ordinary shares of the Issuer. Covidien holds all of such American Depositary Shares directly, while Medtronic may be deemed to share beneficial ownership over all of such American Depositary Shares by virtue of its control of Covidien.

 

Item 2(b) Address of Principal Business Office or, if None, Residence:

Medtronic: 20 Lower Hatch Street, Dublin 2, Ireland

Covidien: 3b, Bd. Prince Henri, 4th Floor L-1724 Luxembourg

 

Item 2(c) Citizenship:

Medtronic: Ireland

Covidien: Luxembourg

 

Item 2(d) Title of Class of Securities:

American Depository Shares, represented by American Depository Receipts, each representing two Ordinary Shares, par value NIS 0.01 per share

 

Item 2(e) CUSIP Number:

57886P103

 

Item 3 If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act.

 

  (b) ¨ Bank as defined in Section 3(a)(6) of the Act.

 

  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act.

 

  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940.

 

  (e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

 

  (f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

 

  (g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

 

Page 4 of 7

  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

 

  (j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 

  (k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4 Ownership.

The information set forth in Items 5 through 11 of the cover pages of Medtronic and Covidien, respectively, is incorporated herein by reference.

 

Item 5 Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following    ¨.

 

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 or Control Person.

Not applicable.

 

Item 8 Identification and Classification of Members of the Group.

Not applicable.

 

Item 9 Notice of Dissolution of Group.

Not applicable.

 

Item 10 Certifications.

By signing below I certify that, to the best of my 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 Joint Filing Agreement, dated August 22, 2016, by and between Medtronic plc and Covidien Group, S.a.r.l.

 

Page 5 of 7

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.

 

Dated: August 22, 2016     Medtronic plc
    /s/ Karen L. Parkhill
   

 

    Name: Karen L. Parkhill
    Title: Executive Vice President & Chief Financial Officer

 

Dated: August 22, 2016     Covidien Group S.a.r.l.
    /s/ Michelangelo F. Stefani
   

 

    Name: Michelangelo F. Stefani
    Title:   General Manager

 

Page 6 of 7

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, along with any amendments thereto that may be required, and have duly executed this joint filing agreement as of the date set forth below.

 

Dated: August 22, 2016     Medtronic plc
    /s/ Karen L. Parkhill
   

 

    Name: Karen L. Parkhill
    Title: Executive Vice President & Chief Financial Officer

 

Dated: August 22, 2016     Covidien Group S.a.r.l.
    /s/ Michelangelo F. Stefani
   

 

    Name:  Michelangelo F. Stefani
    Title:    General Manager

 

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