SEC Form 4 · accession 0001209191-17-042885
BIOLASE, INC · BIOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Harold C Flynn Jr.
Officer — President and CEO · Director
Period of report
Jun 30, 2017
Accepted (ET)
Jul 3, 2017 · 5:49 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 | Jun 30, 2017 | C | 30,700 | $1.24 | A | 66,100 | I | By Trust |
| Common Stock | holding | — | — | — | 96,720 | D |
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 StockF3,F5,F6,F4 | $1.24 | Jun 30, 2017 | C | 307 | D | Jun 30, 2017 | — | Common Stock | 30,700 | 0 | I |
Explanation of responses
- F1On 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 Preferred Stock (as defined below) automatically converted into 100 shares of Common Stock, reflecting a conversion price equal to $1.24 per share.
- F2The Common Stock is held directly by the Flynn Living Trust (the "Trust"). Mr. Flynn serves as a co-trustee to the Trust and his daughter is the beneficiary of the Trust.
- F3These shares of Series D Participating Convertible Preferred Stock ("Preferred Stock") were acquired by the Trust in a private placement with the Issuer, which closed on April 18, 2017.
- F4The Preferred Stock had no expiration date.
- F5The Preferred Stock was held directly by the Trust. Mr. Flynn serves as a co-trustee to the Trust and his daughter is the beneficiary of the Trust.
- F6The 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.