SEC Form 4 · accession 0001209191-16-144510
BIOLASE, INC · BIOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul N Clark
Director
Period of report
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 5:27 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,F2 | Sep 30, 2016 | C | 221,200 | $1.13 | A | 221,200 | I | See Footnote |
| Common StockF3 | holding | — | — | — | 1,155,257 | I | By Trust |
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 | 2,212 | D | Sep 30, 2016 | — | Common Stock | 221,200 | 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 PNC Investments LLC ("PNC"). Mr. Clark is the sole managing member of PNC.
- F3The Common Stock is held directly by held by the Paul and Carolyn Clark Revocable Trust of 2009. Mr. Clark is the trustee of the Paul and Carolyn Clark Revocable Trust of 2009.
- F4These shares of Series C Participating Convertible Preferred Stock ("Preferred Stock") were acquired by PNC in a private placement with the Issuer, which closed on August 8, 2016.
- F5The Preferred Stock had no expiration date.
- F6The Preferred Stock was held directly by PNC. Mr. Clark is the sole managing member of PNC.
- F7The Reporting Person disclaims beneficial ownership of the Preferred Stock 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 for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.