Filing Details

 

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 7)

Under the Securities Exchange Act of 1934*

Mazor Robotics Ltd.

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(Name of Issuer)

 

American Depository Shares

Represented by American Depository Receipts

(Each Representing Two Ordinary Shares,

Par Value NIS 0.01 Per Share)

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(Title of Class of Securities)

 

57886P103

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(CUSIP Number)

Larry N. Feinberg

c/o Oracle Investment Management, Inc.

200 Greenwich Avenue

Greenwich, CT 06830

(203) 862-7900 

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(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

April 19, 2017

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(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.

 

 Pursuant to Rule 13d-2 under the Act, this Amendment No. 7 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”), December 5, 2014 (“Amendment No. 3”), June 30, 2015 (“Amendment No. 4”), October 30, 2015 (“Amendment No. 5”) and January 27, 2016 (“Amendment No. 6” and, collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 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”), Oracle Investment Management, Inc. Employees’ Retirement Plan, an employee benefit plan organized in Connecticut (the “Retirement Plan”), Oracle Investment Management, Inc., a Delaware corporation and the investment manager to Oracle Ten Fund and the Retirement Plan (the “Investment Manager”), The Feinberg Family Foundation, a foundation organized in Connecticut (the “Foundation”), and Larry N. Feinberg, the managing member of Oracle Associates and the sole shareholder, director and president of the Investment Manager (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 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:

(i)	Oracle Partners may be deemed to beneficially own 1,613,826 American Depositary Shares, representing 6.71% of the outstanding Ordinary Shares;

(ii)	Oracle Ten Fund may be deemed to beneficially own 304,807 American Depositary Shares, representing 1.27% of the outstanding Ordinary Shares;

(iii)

Oracle Institutional Partners may be deemed to beneficially own 260,570 American Depositary Shares, representing 1.08% of the outstanding Ordinary Shares;

(iv)	Oracle Associates, due to its relationship with Oracle Partners, Oracle Institutional Partners and Oracle Ten Fund, may be deemed to beneficially own 2,179,203 American Depositary Shares, representing 9.06% of the outstanding Ordinary Shares;

(v)	the Foundation may be deemed to beneficially own 15,300 American Depositary Shares, representing 0.06% of the outstanding Ordinary Shares;

(vi)	the Retirement Plan may be deemed to beneficially own 65,000 American Depositary Shares, representing 0.27% of the outstanding Ordinary Shares;

(vii)

Investment Manager, due to its relationship with Oracle Ten Fund and the Retirement Plan, may be deemed to beneficially own 369,807 American Depositary Shares, representing 1.54% of the outstanding Ordinary Shares;

(viii)

Mr. Feinberg, due to his respective relationships with the other Reporting Persons, may be deemed to beneficially own 2,471,378 American Depositary Shares, representing 10.28% of the outstanding Ordinary Shares,

in each case, based on 24,046,467 Ordinary Shares outstanding as of April 23, 2017, 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.

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:  April 25, 2017	ORACLE PARTNERS, L.P.   By:  ORACLE ASSOCIATES, LLC, its general partner     By: /s/ Larry N. Feinberg                     Name:  Larry N. Feinberg Title:    Managing Member
Dated:  April 25, 2017	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:  April 25, 2017	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:  April 25, 2017	ORACLE ASSOCIATES, LLC     By: /s/ Larry N. Feinberg                     Name:  Larry N. Feinberg Title:    Managing Member