SEC Form 4 · accession 0001209191-18-029958
BIOLASE, INC · BIOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Talevich
Director
Period of report
May 11, 2018
Accepted (ET)
May 14, 2018 · 5:48 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 | May 11, 2018 | M | 7,394 | — | A | 20,374 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F2 | — | May 11, 2018 | M | 7,394 | D | — | — | Common Stock | 7,394 | 0 | D |
| Restricted Stock UnitF1,F3 | — | May 14, 2018 | A | 18,208 | A | — | — | Common Stock | 18,208 | 18,208 | D |
| Restricted Stock UnitF1,F4 | — | May 14, 2018 | A | 91,379 | A | — | — | Common Stock | 91,379 | 109,587 | D |
Explanation of responses
- F1Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
- F2On May 10, 2017, the reporting person was granted 35,211 restricted stock units, which vested on May 11, 2018. On May 10, 2018, the Company issued a press release announcing that, at the Annual Meeting, the Company's stockholders approved a proposal to amend the Company's Restated Certificate of Incorporation to effect a reverse stock split of Company common stock at a ratio of not less than 1-for-5 and not more than 1-for-15, with the final ratio to be determined by the Board. Immediately after the Annual Meeting, the Board approved the reverse stock split at a ratio of one post-split share for every five pre-split shares.
- F3The restricted stock units vest as follows: (i) two-fifths of the restricted stock units vest on December 31, 2018, and (ii) three-fifths of the restricted stock units vest on December 31, 2019.
- F4The restricted stock unit award fully vests and is immediately exercisable on the first anniversary of the date of the award.