0000899140-14-000471.txt : 20140505 0000899140-14-000471.hdr.sgml : 20140505 20140505161742 ACCESSION NUMBER: 0000899140-14-000471 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140505 DATE AS OF CHANGE: 20140505 GROUP MEMBERS: ORACLE ASSOCIATES LLC GROUP MEMBERS: ORACLE INSTITUTIONAL PARTNERS L.P. GROUP MEMBERS: ORACLE PARTNERS L.P. 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: 14813675 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 m11856075.htm AMENDMENT NO. 1 m11856075.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13D
(Amendment No. 1)
 
Under the Securities Exchange Act of 1934*
 
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:

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

April 9, 2014
(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:  o
 
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
 
CUSIP No. 57886P103
  
Page 2 of 8 pages
     
1
NAMES OF REPORTING PERSONS
 
Larry N. Feinberg
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
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)
   o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,154,281*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,154,281*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,154,281*
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.08%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
* Represents 6,308,562 ordinary shares.
 
** Calculated based on 41,844,177 ordinary shares outstanding as of April 2, 2014, as reported by Mazor Robotics Ltd. in its Form 20-F filed on April 9, 2014.
 
 
 
 

 
SCHEDULE 13D
 
CUSIP No.  57886P103
  
Page 3 of 8 pages
     
1
NAMES OF REPORTING PERSONS
 
Oracle Associates, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
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)
   o
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
 
3,154,281*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,154,281*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,154,281*
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.08%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
* Represents 6,308,562 ordinary shares.
 
** Calculated based on 41,844,177 ordinary shares outstanding as of April 2, 2014, as reported by Mazor Robotics Ltd. in its Form 20-F filed on April 9, 2014.
 

 
 
 
 
SCHEDULE 13D
 
CUSIP No.  57886P103
  
Page 4 of 8 pages
     
1
NAMES OF REPORTING PERSONS
 
Oracle Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
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)
   o
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
 
2,361,963*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
2,361,963*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,361,963*
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.29%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
* Represents 4,723,926 ordinary shares.
 
** Calculated based on 41,844,177 ordinary shares outstanding as of April 2, 2014, as reported by Mazor Robotics Ltd. in its Form 20-F filed on April 9, 2014.
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  57886P103
  
Page 5 of 8 pages
     
1
NAMES OF REPORTING PERSONS
 
Oracle Institutional Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
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)
   o
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
 
792,318*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
792,318*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
792,318*
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.79%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
* Represents 1,584,636 ordinary shares.
 
** Calculated based on 41,844,177 ordinary shares outstanding as of April 2, 2014, as reported by Mazor Robotics Ltd. in its Form 20-F filed on April 9, 2014.
 
 
 
 
 
 
Pursuant to Rule 13d-2 under the Act, this Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed on June 6, 2013 (as amended, 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 Associates, LLC, a Delaware limited liability company and the general partner of Oracle Partners and Oracle Institutional Partners (“Oracle Associates”), and Larry N. Feinberg, the managing member of Oracle Associates (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 a decrease in their beneficial ownership of American Depositary Shares resulting from dispositions of American Despositary Shares and an increase in the aggregate number of outstanding Ordinary Shares.

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

(a) As of May 2, 2014, Oracle Associates, due to its relationship with Oracle Partners and Oracle Institutional Partners, and Mr. Feinberg, due to his respective relationships with the other Reporting Persons, may be deemed to beneficially own 3,154,281 American Depositary Shares, representing 15.08% of the outstanding Ordinary Shares (based on 41,844,177 Ordinary Shares outstanding as of April 2, 2014, as reported by the Company in its Form 20-F filed on April 9, 2014).  As of May 2, 2014, Oracle Partners may be deemed to beneficially own 2,361,963 American Depositary Shares, representing 11.29% of the outstanding Ordinary Shares (based on 41,844,177 Ordinary Shares outstanding as of April 2, 2014, as reported by the Company in its Form 20-F filed on April 9, 2014).  As of May 2, 2014, Oracle Institutional Partners may be deemed to beneficially own 792,318 American Depositary Shares, representing 3.79% of the outstanding Ordinary Shares (based on 41,844,177 Ordinary Shares outstanding as of April 2, 2014, as reported by the Company in its Form 20-F filed on April 9, 2014).  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.
 
 
 
6
 

 
(c) The Reporting Persons have not effected any transactions in the American Depositary Shares since the Schedule 13D other than (i) the settlement of a fractional American Depositary Share by the Company in cash in an amount equal to $1.85 upon the exercise of the Warrants on June 10, 2013 and (ii) the following transactions:

Reporting Person
Date
Transaction Type
Number of ADSs
Price Per ADS
(excluding commissions)
Oracle Partners
2/6/2014
Open Market Sale
2,850
$           23.5233
Oracle Partners
3/12/2014
Open Market Sale
2,751
$           24.2685
Oracle Partners
3/13/2014
Open Market Sale
10,081
$           24.1888
Oracle Partners
3/14/2014
Open Market Sale
3,030
$           24.2326
Oracle Partners
4/7/2014
Open Market Sale
6,000
$           19.9699
Oracle Institutional Partners
4/7/2014
Open Market Sale
2,000
$           19.9699
Oracle Partners
4/8/2014
Open Market Sale
21,571
$           19.8806
Oracle Institutional Partners
4/8/2014
Open Market Sale
9,000
$           19.8806
Oracle Partners
4/9/2014
Open Market Sale
1,710
$           20.19


 
7 
 
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:  May 5, 2014
ORACLE PARTNERS, L.P.
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By: /s/ Larry N. Feinberg
      Name:  Larry N. Feinberg
      Title:    Managing Member
 
Dated:  May 5, 2014
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:  May 5, 2014
ORACLE ASSOCIATES, LLC
 
 
By: /s/ Larry N. Feinberg
      Name:  Larry N. Feinberg
      Title:    Managing Member
 
Dated:  May 5, 2014
LARRY N. FEINBERG
 
 
By: /s/ Larry N. Feinberg