Filing Details

SECURITIES AND EXCHANGE COMMISSION

CUSIP No. 57886P103					Page 2 of 14
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 191,875*
		8	SHARED VOTING POWER   2,027,925**
		9	SOLE DISPOSITIVE POWER  191,875*
		10	SHARED DISPOSITIVE POWER   2,027,925**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,219,800***
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.67%****
14	TYPE OF REPORTING PERSON (See Instructions)  IN

SCHEDULE 13D/A

* American Depositary Shares, which represent 3,932,050 ordinary shares.

** Calculated based on 51,178,672 ordinary shares outstanding as of September 30, 2017, according to information furnished by Mazor Robotics Ltd. on October 2, 2017.

SCHEDULE 13D/A

* American Depositary Shares, which represent 2,894,700 ordinary shares.

** Calculated based on 51,178,672 ordinary shares outstanding as of September 30, 2017, according to information furnished by Mazor Robotics Ltd. on October 2, 2017.

SCHEDULE 13D/A

* American Depositary Shares, which represent 470,492 ordinary shares.

** Calculated based on 51,178,672 ordinary shares outstanding as of September 30, 2017, according to information furnished by Mazor Robotics Ltd. on October 2, 2017.

SCHEDULE 13D/A

* American Depositary Shares, which represent 566,858 ordinary shares.

** Calculated based on 51,178,672 ordinary shares outstanding as of September 30, 2017, according to information furnished by Mazor Robotics Ltd. on October 2, 2017.

SCHEDULE 13D/A

* American Depositary Shares, which represent 4,034,050 ordinary shares.

** Calculated based on 51,178,672 ordinary shares outstanding as of September 30, 2017, according to information furnished by Mazor Robotics Ltd. on October 2, 2017.

SCHEDULE 13D/A

* American Depositary Shares, which represent 102,000 ordinary shares.

** Calculated based on 51,178,672 ordinary shares outstanding as of September 30, 2017, according to information furnished by Mazor Robotics Ltd. on October 2, 2017.

SCHEDULE 13D/A

* American Depositary Shares, which represent 21,800 ordinary shares.

** Calculated based on 51,178,672 ordinary shares outstanding as of September 30, 2017, according to information furnished by Mazor Robotics Ltd. on October 2, 2017.

 Pursuant to Rule 13d-2 under the Act, this Amendment No. 8 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”), January 27, 2016 (“Amendment No. 6”) and April 25, 2017 (“Amendment No. 7” and, collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 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 Partners, Oracle Institutional Partners, 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:

(a)          As of October 19, 2017:

(i)

Oracle Partners may be deemed to beneficially own 1,447,350 American Depositary Shares, representing 5.66% of the outstanding Ordinary Shares;

(ii)

Oracle Ten Fund may be deemed to beneficially own 283,429 American Depositary Shares, representing 1.11% of the outstanding Ordinary Shares;

(iii)

Oracle Institutional Partners may be deemed to beneficially own 235,246 American Depositary Shares, representing 0.92% 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 1,966,025 American Depositary Shares, representing 7.68% of the outstanding Ordinary Shares;

 

 

(v)

the Foundation may be deemed to beneficially own 10,900 American Depositary Shares, representing 0.04% of the outstanding Ordinary Shares;

(vi)

the Retirement Plan may be deemed to beneficially own 51,000 American Depositary Shares, representing 0.20% of the outstanding Ordinary Shares;

(vii)

Investment Manager, due to its relationship with Oracle Partners, Oracle Institutional Partners, Oracle Ten Fund and the Retirement Plan, may be deemed to beneficially own 2,017,025 American Depositary Shares, representing 7.88% of the outstanding Ordinary Shares;

(viii)

Mr. Feinberg, due to his respective relationships with the other Reporting Persons, may be deemed to beneficially own 2,219,800 American Depositary Shares, representing 8.67% of the outstanding Ordinary Shares,

in each case, based on 51,178,672 Ordinary Shares outstanding as of September 30, 2017, as reported by the Company to representatives of the Reporting Persons on October 2, 2017.

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.

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

 

Item 6.          Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented as follows:

The Reporting Persons previously had certain rights to appoint a director or observer to the Company’s board of directors, although they never exercised such rights. Since the Reporting Persons no longer hold American Depositary Shares representing 10.0% of the outstanding Ordinary Shares, the Reporting Persons no longer have such rights.

In connection with their ownership of 2,219,800 ADSs, the Reporting Persons have entered into certain arrangements to hedge such positions and, as of October 19, 2017, will be required to return 1,174,678 ADSs previously borrowed from lenders of such ADSs.

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.