*
|
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.
|
CUSIP No. 574795100
|
|
Page 2
|
1
|
NAME OF REPORTING PERSON
Politan Capital Management LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
4,648,869
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
4,648,869
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,648,869
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%*
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
CUSIP No. 574795100
|
|
Page 3
|
1
|
NAME OF REPORTING PERSON
Politan Capital Management GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
4,648,869
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
4,648,869
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,648,869
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%*
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
CUSIP No. 574795100
|
|
Page 4
|
1
|
NAME OF REPORTING PERSON
Politan Capital Partners GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
4,648,869
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
4,648,869
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,648,869
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%*
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
CUSIP No. 574795100
|
|
Page 5
|
1
|
NAME OF REPORTING PERSON
Quentin Koffey
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
0
|
|
8
|
SHARED VOTING POWER
4,648,869
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
4,648,869
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,648,869
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 574795100
|
|
Page 6
|
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On October 21, 2022, Politan has filed a Verified Complaint (the “Complaint”) in the Delaware Court of Chancery against the Issuer and the members of the Issuer’s Board
of Directors (the “Director Defendants”) seeking relief to (i) declare the amendments to certain of the Issuer’s corporate bylaws unenforceable, (ii) find that the Director Defendants breached their fiduciary duties, (iii) invalidate
certain change of control provisions in the Issuer’s CEO Joe Kiani’s employment agreement, and (iv) permanently enjoin the Issuer and its Board of Directors from taking any actions to prevent Politan from exercising its rights in accordance
with the Issuer’s prior corporate bylaws to nominate directors, as more fully described in the Complaint.
The foregoing description of the Complaint does not purport to be complete and is qualified in its entirety by reference to the full text of the Complaint, which is
attached hereto as Exhibit 99.4 and is incorporated herein by reference.
|
CUSIP No. 574795100
|
|
Page 7
|
ITEM 7.
|
MATERIAL TO BE FILED AS AN EXHIBIT
|
Exhibit 99.1
|
Joint Filing Agreement among Politan Capital Management LP, Politan Capital Management GP LLC, Politan Capital Partners GP LLC, and Quentin Koffey*
|
|
|
Exhibit 99.2
|
Trading Data*
|
Exhibit 99.3
Exhibit 99.4
|
Trading Data*
Form of Verified Complaint, filed with the Delaware Court of Chancery on October 21, 2022.
|
CUSIP No. 574795100
|
|
Page 8
|
POLITAN CAPITAL MANAGEMENT LP | |||
By: |
Politan Capital Management GP LLC, its general partner | ||
|
By:
|
/s/ Quentin Koffey |
|
Name: Quentin Koffey |
|||
Title: Managing Member | |||
POLITAN CAPITAL MANAGEMENT GP LLC | |||
|
By:
|
/s/ Quentin Koffey |
|
Name: Quentin Koffey |
|||
Title: Managing Member | |||
POLITAN CAPITAL PARTNERS GP LLC | |||
|
By:
|
/s/ Quentin Koffey |
|
Name: Quentin Koffey |
|||
Title: Managing Member | |||
QUENTIN KOFFEY | |||
|
By:
|
/s/ Quentin Koffey |
|
Name: Quentin Koffey |
|||
CUSIP No. 574795100
|
|
Page 9
|
Exhibit
|
Description
|
||
Exhibit 99.1 |
Joint Filing Agreement among Politan Capital Management LP, Politan Capital Management GP LLC, Politan Capital Partners GP LLC, and Quentin Koffey*
|
||
Exhibit 99.2 | Trading Data* | ||
Exhibit 99.3 |
Trading Data*
|
||
Exhibit 99.4 | Form of Verified Complaint, filed with the Delaware Court of Chancery on October 21, 2022. |