0000899140-15-000506.txt : 20150630 0000899140-15-000506.hdr.sgml : 20150630 20150630151807 ACCESSION NUMBER: 0000899140-15-000506 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150630 DATE AS OF CHANGE: 20150630 GROUP MEMBERS: ORACLE ASSOCIATES, LLC GROUP MEMBERS: ORACLE INSTITUTIONAL PARTNERS, LP GROUP MEMBERS: ORACLE PARTNERS, LP GROUP MEMBERS: ORACLE TEN FUND MASTER, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAZOR ROBOTICS LTD. CENTRAL INDEX KEY: 0001566844 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87479 FILM NUMBER: 15961270 BUSINESS ADDRESS: STREET 1: 7 HAESHEL STREET CITY: CAESAREA INDUSTRIAL PARK SOUTH STATE: L3 ZIP: 38900 BUSINESS PHONE: 97246187101 MAIL ADDRESS: STREET 1: 7 HAESHEL STREET CITY: CAESAREA INDUSTRIAL PARK SOUTH STATE: L3 ZIP: 38900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 m14754999a.htm AMENDMENT NO. 4
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934*

(Amendment No. 4)

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)

Larry N. Feinberg
c/o Oracle Investment Management, Inc.
200 Greenwich Avenue
Greenwich, CT 06830
(203) 862-7900

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:

Jeffrey Hochman, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

June 24, 2015

(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:   ☐
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-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.
 

SCHEDULE 13D/A
 CUSIP No. 57886P103
 
 
 
Page 2 of 9
 
 
 
 
 
 
 
1
 
NAMES OF REPORTING PERSONS
 
Larry N. Feinberg
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       
(a) ☐
(b) ☒      
 
3
 
SEC USE ONLY
  
 
4
 
SOURCE OF FUNDS (See Instructions)
 PF
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
  
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 
7
 
SOLE VOTING POWER
 50,000*
 
8
 
SHARED VOTING POWER
 2,371,201*
 
9
 
SOLE DISPOSITIVE POWER
 50,000*
 
10
 
SHARED DISPOSITIVE POWER
 2,371,201*
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,421,201*
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
  
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.44%**
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 IN
 
 * American Depositary Shares, which represent 100,000 and 4,742,402 ordinary shares, respectively, and 4,842,402 ordinary shares in the aggregate.
** Calculated based on 42,315,402 ordinary shares outstanding as of June 25, 2015, according to information furnished by Mazor Robotics Ltd. on June 25, 2015.


SCHEDULE 13D/A
 CUSIP No. 57886P103
 
 
 
Page 3 of 9
 
 
 
 
 
 
 
1
 
NAMES OF REPORTING PERSONS
 
Oracle Associates, LLC
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       
(a) ☐
(b) ☒   
 
3
 
SEC USE ONLY
  
 
4
 
SOURCE OF FUNDS (See Instructions)
 N/A
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 
7
 
SOLE VOTING POWER
 -0-
 
8
 
SHARED VOTING POWER
 2,317,201*
 
9
 
SOLE DISPOSITIVE POWER
 -0-
 
10
 
SHARED DISPOSITIVE POWER
 2,317,201*
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 2,317,201*
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
  
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 10.95%**
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 OO
 
 * American Depositary Shares, which represent 4,634,402 ordinary shares.
** Calculated based on 42,315,402 ordinary shares outstanding as of June 25, 2015, according to information furnished by Mazor Robotics Ltd. on June 25, 2015.
 

SCHEDULE 13D/A
 CUSIP No. 57886P103
 
 
 
Page 4 of 9
 
 
 
 
 
 
 
1
 
NAMES OF REPORTING PERSONS
 Oracle Partners, L.P.
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       
(a) ☐
(b) ☒      
 
3
 
SEC USE ONLY
  
 
4
 
SOURCE OF FUNDS (See Instructions)
 OO
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
  
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 
7
 
SOLE VOTING POWER
 -0-
 
8
 
SHARED VOTING POWER
 1,630,248*
 
9
 
SOLE DISPOSITIVE POWER
 -0-
 
10
 
SHARED DISPOSITIVE POWER
 1,630,248*
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,630,248*
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
  
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 7.71%**
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 PN
 
 * American Depositary Shares, which represent 3,260,496 ordinary shares.
** Calculated based on 42,315,402 ordinary shares outstanding as of June 25, 2015, according to information furnished by Mazor Robotics Ltd. on June 25, 2015.
 

SCHEDULE 13D/A
 CUSIP No. 57886P103
 
 
 
Page 5 of 9
 
 
 
 
 
 
 
1
 
NAMES OF REPORTING PERSONS
 Oracle Institutional Partners, LP
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       
(a) ☐
(b) ☒ 
 
3
 
SEC USE ONLY
  
 
4
 
SOURCE OF FUNDS (See Instructions)
 N/A
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
  
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 
7
 
SOLE VOTING POWER
 -0-
 
8
 
SHARED VOTING POWER
 268,250*
 
9
 
SOLE DISPOSITIVE POWER
 -0-
 
10
 
SHARED DISPOSITIVE POWER
 268,250*
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
268,250*
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 1.27%**
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 PN
 
 * American Depositary Shares, which represent 536,500 ordinary shares.
** Calculated based on 42,315,402 ordinary shares outstanding as of June 25, 2015, according to information furnished by Mazor Robotics Ltd. on June 25, 2015.


SCHEDULE 13D/A
 CUSIP No. 57886P103
 
 
 
Page 6 of 9
 
 
 
 
 
 
 
1
 
NAMES OF REPORTING PERSONS
 Oracle Ten Fund Master, LP
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       
(a) ☐
(b) ☒  
 
3
 
SEC USE ONLY
  
 
4
 
SOURCE OF FUNDS (See Instructions)
 N/A
 
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
  
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 
7
 
SOLE VOTING POWER
 -0-
 
8
 
SHARED VOTING POWER
 418,703*
 
9
 
SOLE DISPOSITIVE POWER
 -0-
 
10
 
SHARED DISPOSITIVE POWER
 418,703*
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,703*
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 1.98%**
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 OO
 
 * American Depositary Shares, which represent 837,406 ordinary shares.
** Calculated based on 42,315,402 ordinary shares outstanding as of June 25, 2015, according to information furnished by Mazor Robotics Ltd. on June 25, 2015.
 

 Pursuant to Rule 13d-2 under the Act, this Amendment No. 4 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed on June 6, 2013 (the “Original Schedule 13D”), as amended on May 5, 2014 (“Amendment No. 1”), October 9, 2014 (“Amendment No. 2”) and December 5, 2014 (“Amendment No. 3” and, collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment, the “Schedule 13D”), and is being filed on behalf of Oracle Partners, L.P., a Delaware limited partnership (“Oracle Partners”), Oracle Institutional Partners, L.P., a Delaware limited partnership (“Oracle Institutional Partners”), Oracle Ten Fund Master, LP, a Cayman Islands exempted company (“Oracle Ten Fund”), Oracle Associates, LLC, a Delaware limited liability company and the general partner of Oracle Partners, Oracle Institutional Partners and Oracle Ten Fund (“Oracle Associates”), and Larry N. Feinberg, the managing member of Oracle Associates and the sole shareholder, director and president of the investment manager to Oracle Ten Fund Master, LP (each of the foregoing, a “Reporting Person” and collectively, the “Reporting Persons”).  This Amendment relates to the American Depositary Shares (“American Depositary Shares” or “ADSs”) represented by American Depositary Receipts of ordinary shares, par value NIS 0.01 (the “Ordinary Shares”) of Mazor Robotics Ltd., an Israeli company (the “Company”).

The Reporting Persons are filing this Amendment to report an increase in their beneficial ownership of American Depositary Shares resulting from acquisitions of American Depositary Shares.

All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.

Item 2.  
Identity and Background.

Items 2(a) and (c) are hereby amended and restated in their entirety as follows:

(a) This Schedule 13D is being filed on behalf of (i) Oracle Partners, (ii) Oracle Institutional Partners, (iii) Oracle Associates, (iv) Oracle Ten Fund  and (v) Larry N. Feinberg. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 1.

(c)  The principal business of Oracle Partners, Oracle Ten Fund and Oracle Institutional Partners is to invest in securities. The principal business of Oracle Associates is to act as general partner to, and exercise investment discretion over securities held by, Oracle Partners, Oracle Institutional Partners, Oracle Ten Fund and certain other entities.  The principal business of Mr. Feinberg is to invest in securities through Oracle Associates and certain other entities.

Item 5. Interest in Securities of the Issuer.

Items 5(a)-(c) of the Schedule 13D are hereby amended and restated in their entirety as follows:
 
 
7


(a)            As of June 24, 2015, Oracle Partners was the direct beneficial owner of 1,630,248 American Depositary Shares, representing 7.71% of the outstanding Ordinary Shares (based on 42,315,402 Ordinary Shares outstanding as of June 25, 2015, as reported by the Company to representatives of the Reporting Persons).  As of June 24, 2015, Oracle Institutional Partners was the direct beneficial owner of 268,250 American Depositary Shares, representing 1.27% of the outstanding Ordinary Shares (based on 42,315,402 Ordinary Shares outstanding as of June 25, 2015, as reported by the Company to representatives of the Reporting Persons).  As of June 24, 2015, Oracle Associates, due to its relationship with Oracle Partners, Oracle Institutional Partners and Oracle Ten Fund Master, LP, may be deemed to beneficially own 2,317,201 American Depositary Shares, representing 10.95% of the outstanding Ordinary Shares (based on 42,315,402 Ordinary Shares outstanding as of June 25, 2015, as reported by the Company to representatives of the Reporting Persons).  Mr. Feinberg, as a direct beneficial owner and due to his respective relationships with the other Reporting Persons, may be deemed to beneficially own 2,371,201 American Depositary Shares, representing 11.21% of the outstanding Ordinary Shares (based on 42,315,402 Ordinary Shares outstanding as of June 25, 2015, as reported by the Company to representatives of the Reporting Persons).  The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or a group.

(b)            Each of the Reporting Persons shares the power to vote or to direct the vote and to dispose or to direct the disposition of the American Depositary Shares it may be deemed to beneficially own as described in Item 5(a) above, except for Mr. Feinberg with respect to the 50,000 American Depositary Shares he directly beneficially owns and over which he has the sole power to vote or to direct the vote and to dispose or to direct the disposition.

(c)            The Reporting Persons have not effected any transactions in the American Depositary Shares in the last sixty days other than the following transactions:

Transacting Party
Date
Transaction Type
Number of ADSs
Price Per ADS
(excluding commissions)
Oracle Ten Fund
4/29/2015
Open Market Purchase
3,386
$13.22
Oracle Ten Fund
4/30/2015
Open Market Purchase
3,000
$13.13
Oracle Ten Fund
5/7/2015
Open Market Purchase
3,500
$11.72
Oracle Ten Fund
5/13/2015
Open Market Purchase
4,812
$11.74
Oracle Ten Fund
5/18/2015
Open Market Purchase
8,737
$11.93
Oracle Ten Fund
5/19/2015
Open Market Purchase
1,403
$12.22
Oracle Ten Fund
6/16/2015
Open Market Purchase
6,006
$12.67
Oracle Ten Fund
6/23/2015
Open Market Purchase
35,000
$13.32
Oracle Ten Fund
6/24/2015
Open Market Purchase
43,474
$13.82
         
Item 7.  Material to be Filed as Exhibits.

1
 
Joint Filing Agreement, dated June 30, 2015, by and among, Larry N. Feinberg, Oracle Partners, L.P., Oracle Institutional Partners, L.P., Oracle Ten Fund Master, LP and Oracle Associates, LLC.
 
 
8

SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


Dated:  June 30, 2015
 
ORACLE PARTNERS, L.P.
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By: /s/ Larry N. Feinberg                      
Name:  Larry N. Feinberg
Title:    Managing Member
 
Dated:  June 30, 2015
 
ORACLE INSTITUTIONAL PARTNERS, L.P.
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By: /s/ Larry N. Feinberg                      
Name:  Larry N. Feinberg
Title:    Managing Member
 
Dated:  June 30, 2015
 
ORACLE TEN FUND MASTER, LP
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By: /s/ Larry N. Feinberg                      
    Name:  Larry N. Feinberg
    Title:    Managing Member
 
 
Dated:  June 30, 2015
 
ORACLE ASSOCIATES, LLC
 
 
By: /s/ Larry N. Feinberg                       
Name:  Larry N. Feinberg
Title:    Managing Member
 
Dated:  June 30, 2015
 
LARRY N. FEINBERG
 
 
By: /s/ Larry N. Feinberg                       
 
EX-99.1 2 m14754999b.htm JOINT FILING AGREEMENT
JOINT FILING AGREEMENT
 
THIS JOINT FILING AGREEMENT is entered into as of June 30, 2015, by and among the parties signatories hereto.  The undersigned hereby agree that the Statement on Schedule 13D with respect to the beneficial interests in the American Depositary Shares represented by American Depositary Receipts (each representing two Ordinary Shares, par value $NIS 0.01 per share) of Mazor Robotics Ltd., an Israeli company, is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
Dated:  June 30, 2015
 
ORACLE PARTNERS, L.P.
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By: /s/ Larry N. Feinberg                      
Name:  Larry N. Feinberg
Title:    Managing Member
 
Dated:  June 30, 2015
 
ORACLE INSTITUTIONAL PARTNERS, L.P.
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By: /s/ Larry N. Feinberg                      
Name:  Larry N. Feinberg
Title:    Managing Member
 
Dated:  June 30, 2015
 
ORACLE TEN FUND MASTER, LP
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By: /s/ Larry N. Feinberg                      
    Name:  Larry N. Feinberg
    Title:    Managing Member
 
 
Dated:  June 30, 2015
 
ORACLE ASSOCIATES, LLC
 
 
By: /s/ Larry N. Feinberg                     
Name:  Larry N. Feinberg
Title:    Managing Member
 
Dated:  June 30, 2015
 
LARRY N. FEINBERG
 
 
By: /s/ Larry N. Feinberg