0000905148-16-001919.txt : 20161004 0000905148-16-001919.hdr.sgml : 20161004 20161004173842 ACCESSION NUMBER: 0000905148-16-001919 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160930 FILED AS OF DATE: 20161004 DATE AS OF CHANGE: 20161004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIOLASE, INC CENTRAL INDEX KEY: 0000811240 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 870442441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4 CROMWELL CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-361-1200 MAIL ADDRESS: STREET 1: 4 CROMWELL CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: BIOLASE TECHNOLOGY INC DATE OF NAME CHANGE: 19941117 FORMER COMPANY: FORMER CONFORMED NAME: LASER MEDICAL TECHNOLOGY INC DATE OF NAME CHANGE: 19941117 FORMER COMPANY: FORMER CONFORMED NAME: LASER ENDO TECHNIC CORP DATE OF NAME CHANGE: 19920708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jack W. Schuler Living Trust CENTRAL INDEX KEY: 0001661351 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36385 FILM NUMBER: 161920360 BUSINESS ADDRESS: STREET 1: 100 NORTH FIELD DRIVE STREET 2: SUITE 360 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 224-880-1210 MAIL ADDRESS: STREET 1: 100 NORTH FIELD DRIVE STREET 2: SUITE 360 CITY: LAKE FOREST STATE: IL ZIP: 60045 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHULER JACK W CENTRAL INDEX KEY: 0001021412 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36385 FILM NUMBER: 161920361 MAIL ADDRESS: STREET 1: 100 N. FIELD DRIVE STREET 2: SUITE 360 CITY: LAKE FOREST STATE: IL ZIP: 60045 4 1 form4.xml X0306 4 2016-09-30 0000811240 BIOLASE, INC BIOL 0001021412 SCHULER JACK W 100 N. FIELD DRIVE SUITE 360 LAKE FOREST IL 60045 true 0001661351 Jack W. Schuler Living Trust 100 NORTH FIELD DRIVE SUITE 360 LAKE FOREST IL 60045 true Common Stock 2016-09-30 4 C 0 3699100 1.13 A 10195199 I By Trust Common Stock 100000 I By spouse Series C Participating Convertible Preferred Stock 1.13 2016-09-30 4 C 0 36991 0 D 2016-09-30 Common Stock 3699100 0 I By Trust On September 30, 2016, as a result of receipt of the Requisite Stockholder Approval (defined and described further in the Securities Purchase Agreement dated August 1, 2016 and filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on August 2, 2016), each share of Preferred Stock (as defined below) automatically converted into 100 shares of Common Stock, reflecting a conversion price equal to $1.13 per share. The Common Stock is held directly by the Jack W. Schuler Living Trust (the "Trust"). Mr. Schuler serves as sole trustee to the Trust. Each Reporting Person disclaims beneficial ownership of the Common Stock except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. These shares of Series C Participating Convertible Preferred Stock ("Preferred Stock") were acquired by the Trust in a privately negotiated transaction with the Issuer, which closed on August 8, 2016. The Preferred Stock had no expiration date. The Preferred Stock was held directly by the Trust. Mr. Schuler serves as sole trustee to the Trust. Each Reporting Person disclaims beneficial ownership of the Preferred Stock except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person was the beneficial owner of the Preferred Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. This figure has been reduced by 51,438 shares of Common Stock that had been inadvertently included in the shares of Common Stock beneficially owned by the Trust in Mr. Schuler's prior Form 4 filings. This figure includes an additional 85,200 shares of Common Stock that had been inadvertently excluded from the shares of Common Stock beneficially owned by Mr. Schuler's spouse in Mr. Schuler's prior Form 4 filings. /s/ Jack Schuler, as self and as Trustee of the Jack W. Schuler Living Trust 2016-10-04