UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. _
_)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MAKO SURGICAL CORP
(Name of Issuer)
Common Stock
(Title of Class of Securities)
560879108
(CUSIP Number)
October 31, 2008
(Date of Event That 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 persons 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 in 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).
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CUSIP No. 560879108
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Page 2of 11 pages
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(1) Names of Reporting Persons.
Alta Partners VIII, L. P.
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(2) Check The Appropriate Box If A Member Of A Group
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(a)
[ ]
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(b)
[X]
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(3)
SEC Use Only
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(4)
Citizenship or Place of Organization
Delaware
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Number Of Shares
Beneficially Owned
By Each Reporting
Person With
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(5)
Sole Voting Power
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1,316,115 (a)
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(6)
Shared Voting Power
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-0-
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(7)
Sole Dispositive Power
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1,316,115 (a)
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(8)
Shared Dispositive Power
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-0-
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(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
1,316,115 (a)
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(10)
Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
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(11)
Percent Of Class Represented By Amount In Row (9)
5.3% (b)
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(12)
Type Of Reporting Person
PN
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(a)
Alta Partners VIII, L.P. (APVIII) has sole voting and dispositive control over 1,316,115 shares of common stock (Common Stock) of Mako Surgical Corp. (the Issuer), except that Alta Partners Management VIII, LLC (APMVIII), the general partner of APVIII, and Daniel Janney (Janney), Guy Nohra (Nohra) and Farah Champsi (Champsi), the managing directors of APMVIII, may be deemed to share the right to direct the voting and dispositive control over such stock.
(b)
The percentage set forth in row (11) is based on an aggregate of 24,928,532 shares of Common Stock outstanding, including 6,451,613 shares of Common Stock issued in a private placement that closed on October 31, 2008 (the Private Placement), as disclosed in the Issuers Current Report on Form 8-K filed on October 30, 2008, and 18,476,919 shares of Common Stock outstanding prior to the Private Placement as disclosed in the Issuers Quarterly Report on Form 10-Q filed on August 8, 2008.
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CUSIP No. 560879108
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Page 3of 11 pages
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(1) Names of Reporting Persons.
Alta Partners Management VIII, LLC.
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(2) Check The Appropriate Box If A Member Of A Group
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(a)
[ ]
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(b)
[X]
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(3)
SEC Use Only
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(4)
Citizenship or Place of Organization
Delaware
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Number Of Shares
Beneficially Owned
By Each Reporting
Person With
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(5)
Sole Voting Power
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-0-
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(6)
Shared Voting Power
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1,316,115 (c)
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(7)
Sole Dispositive Power
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-0-
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(8)
Shared Dispositive Power
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1,316,115 (c)
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(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
1,316,115 (c)
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(10)
Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
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(11)
Percent Of Class Represented By Amount In Row (9)
5.3% (b)
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(12)
Type Of Reporting Person
OO
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(c)
APMVIII shares voting and dispositive control over the 1,316,115 shares of Common Stock beneficially owned by APVIII.
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CUSIP No. 560879108
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Page 4of 11 pages
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(1) Names of Reporting Persons.
Guy Nohra
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(2) Check The Appropriate Box If A Member Of A Group
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(a)
[ ]
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(b)
[X]
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(3)
SEC Use Only
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(4)
Citizenship or Place of Organization
United States
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Number Of Shares
Beneficially Owned
By Each Reporting
Person With
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(5)
Sole Voting Power
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-0-
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(6)
Shared Voting Power
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1,316,115 (d)
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(7)
Sole Dispositive Power
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-0-
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(8)
Shared Dispositive Power
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1,316,115 (d)
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(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
1,316,115 (d)
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(10)
Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
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(11)
Percent Of Class Represented By Amount In Row (9)
5.3% (b)
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(12)
Type Of Reporting Person
IN
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(d)
Nohra shares voting and dispositive control over the 1,316,115 shares of Common Stock beneficially owned by APVIII.
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CUSIP No. 560879108
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Page 5of 11 pages
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(1) Names of Reporting Persons.
Daniel Janney
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(2) Check The Appropriate Box If A Member Of A Group
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(a)
[ ]
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(b)
[X]
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(3)
SEC Use Only
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(4)
Citizenship or Place of Organization
United States
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Number Of Shares
Beneficially Owned
By Each Reporting
Person With
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(5)
Sole Voting Power
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-0-
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(6)
Shared Voting Power
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1,316,115 (e)
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(7)
Sole Dispositive Power
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-0-
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(8)
Shared Dispositive Power
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1,316,115 (e)
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(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
1,316,115 (e)
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(10)
Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
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(11)
Percent Of Class Represented By Amount In Row (9)
5.3% (b)
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(12)
Type Of Reporting Person
IN
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(e)
Janney shares voting and dispositive control over the 1,316,115 shares of Common Stock beneficially owned by APVIII.
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CUSIP No. 560879108
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Page 6of 11 pages
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(1) Names of Reporting Persons.
Farah Champsi
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(2) Check The Appropriate Box If A Member Of A Group
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(a)
[ ]
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(b)
[X]
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(3)
SEC Use Only
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(4)
Citizenship or Place of Organization
United States
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Number Of Shares
Beneficially Owned
By Each Reporting
Person With
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(5)
Sole Voting Power
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-0-
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(6)
Shared Voting Power
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1,316,115 (f)
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(7)
Sole Dispositive Power
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-0-
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(8)
Shared Dispositive Power
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1,316,115 (f)
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(9)
Aggregate Amount Beneficially Owned By Each Reporting Person
1,316,115 (f)
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(10)
Check If The Aggregate Amount In Row (9) Excludes Certain Shares*
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(11)
Percent Of Class Represented By Amount In Row (9)
5.3% (b)
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(12)
Type Of Reporting Person
IN
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(f)
Champsi shares voting and dispositive control over the 1,316,115 shares of Common Stock beneficially owned by APVIII.
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CUSIP No. 560879108
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Page 7of 11 pages
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Item 1.
(a)
Name of Issuer: Mako Surgical Corp. (Issuer)
(b)
Address of Issuers Principal Executive Offices:
2555 Davie Road
Ft Lauderdale, FL 33317
Item 2.
(a)
Name of Person Filing:
Alta Partners VIII, L.P. (APVIII)
Alta Partners Management VIII, LLC (APMVIII)
Guy Nohra (GN)
Daniel Janney (DJ)
Farah Champsi (FC)
(b)
Address of Principal Business Office:
One Embarcadero Center, Suite 3700
San Francisco, CA 94111
(c)
Citizenship/Place of Organization:
Entities:
APVIII -
Delaware
APMVIII -
Delaware
Individuals:
DJ
United States
GN
United States
FC
United States
(d)
Title of Class of Securities:
Common Stock
(e)
CUSIP Number: 560879108
Item 3.
Not applicable.
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CUSIP No. 560879108
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Page 8of 11 pages
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Item 4
Ownership.
Please see Attachment A
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APVIII
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AMPVIII
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DJ
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GN
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FC
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(a)
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Beneficial Ownership
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1,316,115
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1,316,115
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1,316,115
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1,316,115
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1,316,115
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(b)
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Percentage of Class
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5.3%
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5.3%
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5.3%
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5.3%
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5.3%
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(c)
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Sole Voting Power
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1,316,115
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-0-
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-0-
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-0-
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-0-
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Shared Voting Power
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-0-
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1,316,115
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1,316,115
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1,316,115
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1,316,115
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Sole Dispositive Power
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1,316,115
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-0-
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-0-
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-0-
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-0-
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Shared Dispositive Power
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-0-
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1,316,115
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1,316,115
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1,316,115
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1,316,115
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Item 5.
Ownership of Five Percent or Less of a Class
Not applicable
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.
Not applicable.
Item 8.
Identification and Classification of Members of the Group
No reporting person is a member of a group as defined in Section 240.13d-1(b)(1)(ii)(J) of the Act.
Item 9.
Notice of Dissolution of Group
Not applicable.
Item 10.
Certification
By signing below we certify that, to the best of our 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
A:
Joint Filing Statement
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CUSIP No. 560879108
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Page 9of 11 pages
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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.
Date:
November 6, 2008
Alta Partners VIII, L.P.
By: Alta Partners Management VIII, LLC
By:
/s/ Daniel Janney
Daniel Janney, Managing Director
Alta Partners Management VIII, LLC
By:
/s/ Daniel Janney
Daniel Janney, Managing Director
/s/ Daniel Janney
Daniel Janney
/s/ Guy Nohra
Guy Nohra
/s/ Farah Champsi
Farah Champsi
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CUSIP No. 560879108
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Page 10of 11 pages
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EXHIBIT A
AGREEMENT OF JOINT FILING
We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of us.
Date:
November 6, 2008
Alta Partners VIII, L.P.
By: Alta Partners Management VIII, LLC
By:
/s/ Daniel Janney
Daniel Janney, Managing Director
Alta Partners Management VIII, LLC
By:
/s/ Daniel Janney
Daniel Janney, Managing Director
/s/ Daniel Janney
Daniel Janney
/s/ Guy Nohra
Guy Nohra
/s/ Farah Champsi
Farah Champsi
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CUSIP No. 560879108
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Page 11of 11 pages
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Attachment A
Alta Partners VIII, L.P. beneficially owns 1,316,115 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
Alta Partners Management VIII, LLC is the general partner of Alta Partners VIII, L.P. and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Alta Partners Management VIII, LLC disclaims beneficial ownership of all such shares, except to the extent of its pecuniary interest therein.
Mr. Daniel Janney is a managing director of Alta Partners Management VIII, LLC and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Mr. Janney disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.
Mr. Guy Nohra is a managing director of Alta Partners Management VIII, LLC and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Mr. Nohra disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.
Ms. Farah Champsi is a managing director of Alta Partners Management VIII, LLC and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund. Ms. Champsi disclaims beneficial ownership of all such shares, except to the extent of her pecuniary interest therein.
Mako Surgical Corp. (MM) (NASDAQ:MAKO)
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Mako Surgical Corp. (MM) (NASDAQ:MAKO)
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