SEC Form 4 · accession 0000899243-16-026252
BIOLASE, INC · BIOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul N Clark
Director
Period of report
Aug 1, 2016
Accepted (ET)
Aug 3, 2016 · 9:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000811240
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Participating Convertible Preferred StockF1,F3,F4,F2 | — | Aug 1, 2016 | P | 2,212 | A | — | — | Common Stock | 221,200 | 2,212 | I |
| Warrants (right to buy)F1,F3,F4 | $2.00 | Aug 1, 2016 | P | 50,885 | A | Feb 8, 2017 | Aug 8, 2021 | Common Stock | 50,885 | 50,885 | I |
Explanation of responses
- F1These shares of Series C Participating Convertible Preferred Stock ("Preferred Stock") and Warrants were acquired by PNC Investments LLC ("PNC") in a private placement with the Issuer that is expected to close on August 8, 2016 (the "Closing").
- F2Each share of Preferred Stock will initially be convertible into 100 shares of Common Stock ("Shares"), reflecting a conversion price equal to $1.13 per Share. The conversion of the Preferred Stock will occur automatically upon 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), which is expected to occur after the Closing. The Preferred Stock has no expiration date.
- F3The Preferred Stock and Warrants are held directly by PNC. Mr. Clark is the sole managing member of PNC.
- F4The Reporting Person disclaims beneficial ownership of the Preferred Stock and Warrants except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Preferred Stock or Warrants for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.