0001140361-17-027133.txt : 20170705 0001140361-17-027133.hdr.sgml : 20170705 20170705161942 ACCESSION NUMBER: 0001140361-17-027133 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170630 FILED AS OF DATE: 20170705 DATE AS OF CHANGE: 20170705 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: 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: 17948336 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: 17948337 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 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: 17948338 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 doc1.xml FORM 4 X0306 4 2017-06-30 0 0000811240 BIOLASE, INC BIOL 0000926475 FEINBERG LARRY N C/O ORACLE INVESTMENT MANAGEMENT, INC. 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 2017-06-30 4 C 0 3698600 1.24 A 18320650 I See footnote Series D Preferred Stock 1.24 2017-06-30 4 C 0 36986 0 D Common Stock 3698600 0 I See footnote Warrants to acquire Common Stock 1.80 2017-06-30 4 P 0 1800535 0.125 A 2022-10-18 Common Stock 1800535 3144811 I See footnote 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* 2017-07-05 EX-99.1 2 f21445100a.htm EXPLANATION OF RESPONSES

Designated Filer: FEINBERG LARRY N

Issuer & Ticket Symbol: Biolase, Inc. [BIOL]

Date of Event Requiring Statement: June 30, 2017

Explanation of Responses:

(1)	On June 30, 2017, as a result of receipt of the Requisite Stockholder Approval (defined and described further in the Securities Purchase Agreement dated April 11, 2017 and filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on April 14, 2017), each share of Series D Participating Convertible Preferred Stock (“Series D Preferred Stock”) automatically converted into 100 shares of the Issuer’s common stock (“Common Stock”), reflecting a conversion price equal to $1.24 per share.
(2)	This figure represents warrants for 1,800,535 shares of Common Stock which are no longer subject to the 19.99% Limitation (as defined below) as a result of the Requisite Stockholder Approval being obtained on June 30, 2017 and will become exercisable on October 18, 2017. The reporting person also owns warrants for 850,797 shares of Common Stock which are currently exercisable and warrants for 1,344,276 shares of Common Stock that 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 (the “19.99% Limitation”).
(3)	Oracle Partners, L.P. (“Partners”) owns warrants for 749,027 shares of Common Stock which are currently exercisable, plus other warrants for 1,632,432 shares of Common Stock including (i) warrants for an aggregate of 336,047 shares of Common Stock, which are not currently exercisable due to the 19.99% Limitation, and (ii) warrants for an aggregate of 1,296,385 shares of Common Stock which are not exercisable until October 18, 2017, plus 12,450,646 shares of Common Stock, including the 1,296,385 shares of Common Stock received upon the automatic conversion of Series D 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 which are currently exercisable, plus other warrants for 686,529 shares of Common Stock including (i) warrants for an aggregate of 470,465 shares of Common Stock, which are not currently exercisable due to the 19.99% Limitation, and (ii) warrants for an aggregate of 216,064 shares of Common Stock which are not exercisable until October 18, 2017, plus 2,473,037 shares of Common Stock, including the 443,800 shares of Common Stock received upon the automatic conversion of Series D Preferred Stock upon receipt of the Requisite Stockholder Approval. Oracle Ten Fund Master, L.P. (“Ten Fund”) owns warrants to purchase 825,850 shares of Common Stock including (i) warrants for an aggregate of 537,764 shares of Common Stock, which are not currently exercisable due to the 19.99% Limitation, and (ii) warrants for an aggregate of 288,086 shares of Common Stock which are not exercisable until October 18, 2017, plus 3,105,542 shares of Common Stock including the 591,800 shares of Common Stock received upon the automatic conversion of Series D Preferred Stock upon receipt of the Requisite Stockholder Approval. In addition, Oracle Investment Management, Inc. Employees’ Retirement Plan (“Retirement”) owns 239,425 shares of Common Stock and Feinberg Family Foundation (“Foundation”) owns 52,000 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 Retirement, and accordingly, may be deemed to be the beneficial owner of the shares beneficially owned by Ten Fund and Retirement. Mr. Feinberg serves as the Trustee of the Foundation, and accordingly, may be deemed the beneficial owner of the shares beneficially owned by the Foundation. Mr. Feinberg disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.

EX-99.2 3 f21445100b.htm JOINT FILER INFORMATION AND SIGNATURES

Designated Filer: FEINBERG LARRY N

Issuer & Ticket Symbol: Biolase, Inc. [BIOL]

Date of Event Requiring Statement: June 30, 2017

Joint Filer Information and Signatures

Dated: July 5, 2017	ORACLE PARTNERS, LP By: ORACLE ASSOCIATES, LLC, its general partner By: /s/ Larry N. Feinberg Name: Larry N. Feinberg Title: Managing Member
Dated: July 5, 2017	ORACLE ASSOCIATES, LLC By: /s/ Larry N. Feinberg Name: Larry N. Feinberg Title: Managing Member

Dated: July 5, 2017		LARRY N. FEINBERG /s/ Larry N. Feinberg