0001140361-16-082038.txt : 20161005 0001140361-16-082038.hdr.sgml : 20161005 20161005172118 ACCESSION NUMBER: 0001140361-16-082038 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160930 FILED AS OF DATE: 20161005 DATE AS OF CHANGE: 20161005 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: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36385 FILM NUMBER: 161923335 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oracle Associates LLC CENTRAL INDEX KEY: 0001317217 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36385 FILM NUMBER: 161923336 BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVENUE, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-1660 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORACLE PARTNERS LP CENTRAL INDEX KEY: 0000941901 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36385 FILM NUMBER: 161923337 BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVE STREET 2: 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 862-7980 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE STREET 2: 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 4 1 doc1.xml FORM 4 X0306 4 2016-09-30 0 0000811240 BIOLASE, INC BIOL 0000926475 FEINBERG LARRY N 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000941901 ORACLE PARTNERS LP C/O ORACLE INVESTMENT MANAGEMENT, INC. 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001317217 Oracle Associates LLC C/O ORACLE INVESTMENT MANAGEMENT, INC. 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock 2016-09-30 4 C 0 3699100 1.13 A 14228625 I See footnote Series C Preferred Stock 1.13 2016-09-30 4 C 0 37091 0 D Common Stock 3709100 0 I See Footnote Warrants to acquire Common Stock 2 2016-09-30 4 P 0 850797 0 A 2021-08-08 Common Stock 850797 2194983 I See Footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 * On his own behalf or on behalf of the other joint filers. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information and Signatures /s/ Larry N. Feinberg* 2016-10-05 EX-99.1 2 f18323036a.htm EXPLANATION OF RESPONSES
Designated Filer: FEINBERG LARRY N
Issuer & Ticket Symbol: Biolase, Inc. [BIOL]
Date of Event Requiring Statement: September 30, 2016
 

Explanation of Responses:
(1)
 
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 Series C Participating Convertible Preferred Stock (“Series C Preferred Stock”) automatically converted into 100 shares of the Issuer’s common stock (“Common Stock”), reflecting a conversion price equal to $1.13 per share.
 
(2)
This figure represents warrants for 850,797 shares of Common Stock which became exercisable on September 30, 2016 as a result of the receipt of the Requisite Stockholder Approval ( “Warrants”), in addition to other existing warrants for 1,344,186 shares of Common Stock held by the Reporting Person.  These other existing warrants are not currently exercisable due to restrictions on exercise that prevent the holder from exercising them to the extent it and its affiliates would beneficially own more than 19.99% of the Common Stock.
 
(3)
Oracle Partners, L.P. (“Partners”) owns Warrants for 749,027 shares of Common Stock, plus other warrants for 336,047 shares of Common Stock, plus 9,685,646 shares of Common Stock, including the 3,256,600 shares of Common Stock received upon the automatic conversion of Series C Preferred Stock upon receipt of the Requisite Stockholder Approval.  Oracle Institutional Partners, L.P. (“Institutional Partners”) owns Warrants for 101,770 shares of Common Stock, plus other warrants for 470,465 shares of Common Stock, plus 2,029,237 shares of Common Stock, including the 442,500 shares of Common Stock received upon the automatic conversion of Series C Preferred Stock upon receipt of the Requisite Stockholder Approval.  In addition, Oracle Ten Fund Master, L.P. (“Ten Fund”) owns warrants to purchase 537,674 shares of Common Stock, plus 2,513,742 shares of Common Stock.
 
Larry N. Feinberg serves as the managing member of Oracle Associates, LLC, the general partner of Partners, Institutional Partners and Ten Fund, and accordingly, may be deemed to be the indirect beneficial owner of the shares beneficially owned by Partners, Institutional Partners and Ten Fund. Mr. Feinberg is the sole shareholder, director and president of Oracle Investment Management, Inc., which serves as investment manager to Ten Fund, and accordingly, may be deemed to be the beneficial owner of the shares beneficially owned by Ten Fund. Mr. Feinberg disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.
 
(4)
Each share of Series C Preferred Stock automatically converts into 100 shares of Common Stock upon receipt of the Requisite Stockholder Approval.  As noted above, the Requisite Stockholder Approval was received on September 30, 2016.
EX-99.2 3 f18323036b.htm JOINT FILER INFORMATION AND SIGNATURES
Designated Filer: FEINBERG LARRY N
Issuer & Ticket Symbol: Biolase, Inc. [BIOL]
Date of Event Requiring Statement: September 30, 2016
 
 
 
Joint Filer Information and Signatures

Dated:  October 5, 2016
 
ORACLE PARTNERS, LP
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By: /s/ Larry N. Feinberg                   
    Name:  Larry N. Feinberg
    Title:    Managing Member
 
 
  
Dated:  October 5, 2016
 
ORACLE ASSOCIATES, LLC
 
 
By: /s/ Larry N. Feinberg                    
    Name:  Larry N. Feinberg
    Title:    Managing Member
 
 
  
 
Dated:  October 5, 2016
 
LARRY N. FEINBERG
 
 
/s/ Larry N. Feinberg