SEC Form 4 · accession 0001209191-17-027583
BIOLASE, INC · BIOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul N Clark
Director
Period of report
Apr 18, 2017
Accepted (ET)
Apr 19, 2017 · 7:36 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 D Participating Convertible Preferred StockF1,F3,F4,F2 | — | Apr 18, 2017 | P | 1,536 | A | — | — | Common Stock | 156,300 | 1,536 | I |
| Warrants (right to buy)F3,F4 | $1.80 | Apr 18, 2017 | P | 76,089 | A | Oct 18, 2017 | Apr 18, 2022 | Common Stock | 76,089 | 76,089 | I |
Explanation of responses
- F1These shares of Series D Participating Convertible Preferred Stock ("Preferred Stock") and Warrants were acquired by Paul and Carolyn Clark Revocable Trust of 2009 in a private placement with the Issuer that closed on April 18, 2017 (the "Closing").
- F2Each share of Preferred Stock will initially be convertible into 100 shares of Common Stock ("Shares"), reflecting a conversion price equal to $1.24 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 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), which is expected to occur after the Closing. The Preferred Stock has no expiration date.
- F3The Series D Participating Preferred 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.
- 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.