SEC Form 4 · accession 0000905148-16-001919
BIOLASE, INC · BIOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 5:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000811240
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F8,F2,F3 | Sep 30, 2016 | C | 3,699,100 | $1.13 | A | 10,195,199 | I | By Trust |
| Common StockF9 | holding | — | — | — | 100,000 | I | By spouse |
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 StockF4,F6,F7,F5 | $1.13 | Sep 30, 2016 | C | 36,991 | D | Sep 30, 2016 | — | Common Stock | 3,699,100 | 0 | I |
Explanation of responses
- F1On 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.
- F2The Common Stock is held directly by the Jack W. Schuler Living Trust (the "Trust"). Mr. Schuler serves as sole trustee to the Trust.
- F3Each 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.
- F4These 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.
- F5The Preferred Stock had no expiration date.
- F6The Preferred Stock was held directly by the Trust. Mr. Schuler serves as sole trustee to the Trust.
- F7Each 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.
- F8This 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.
- F9This 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.