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Form 4 BIOLASE, INC For: Aug 08 Filed by: FEINBERG LARRY N

August 10, 2016 3:28 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
FEINBERG LARRY N
(Last) (First) (Middle)
C/O ORACLE INVESTMENT MANAGEMENT, INC.
200 GREENWICH AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BIOLASE, INC [ BIOL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to acquire Common Stock $ 2 08/08/2016   P   850,797     (1) 08/08/2021 Common Stock 850,797 $ 0.125 2,194,983 I See Footnotes (1) (3)
Series C Preferred Stock $ 1.13 08/08/2016   P   37,091     (2)   (2) Common Stock 3,709,100 $ 1.13 37,091 I See Footnotes (2) (3)
Explanation of Responses:
1. See Exhibit 99.1
2. See Exhibit 99.1
3. See Exhibit 99.1
Remarks:
Exhibit List:

Exhibit 99.1 - Explanation of Responses
Exhibit 99.2 - Joint Filer Information and Signatures
/s/ Larry N. Feinberg 08/10/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Designated Filer: FEINBERG LARRY N
Issuer & Ticket Symbol: Biolase, Inc. [BIOL]
Date of Event Requiring Statement: August 8, 2016
 

Explanation of Responses:
(1)
This figure represents warrants for 850,797 shares of the issuer’s common stock (“Common Stock”) acquired on August 8, 2016 (“New Warrants”), in addition to other existing warrants for 1,344,186 shares of Common Stock held by the Reporting Person.  Only 50,776 of the New Warrants are currently exercisable due to restrictions on exercise that prevent the holder from exercising the New Warrants to the extent it and its affiliates would beneficially own more than 19.99% of the Common Stock; an additional 800,021 of the New Warrants will become exercisable upon stockholder approval.
(2)
The Series C Participating Convertible Preferred Stock (“Series C Preferred Stock”) is not currently convertible into Common Stock; however, each share of Series C Preferred Stock will automatically convert into 100 shares of Common Stock upon stockholder approval.
(3)
Oracle Partners, L.P. (“Partners”) owns New Warrants for 749,027 shares of Common Stock, plus other warrants for 336,047 shares of Common Stock, plus 32,566 shares of Series C Preferred Stock (to be automatically converted into shares of Common Stock upon stockholder approval) .  Oracle Institutional Partners, L.P. (“Institutional Partners”) owns New Warrants for 101,770 shares of Common Stock, plus other warrants for 470,465 shares of Common Stock, plus 4,425 shares of Series C Preferred Stock (to be automatically converted into shares of Common Stock upon stockholder approval).  In addition, Oracle Ten Fund Master, L.P. (“Ten Fund”) owns existing warrants to purchase 537,674 shares of Common Stock.
 
Larry N. Feinberg serves as the managing member of Oracle Associates, LLC, the general partner of Partners, Institutional Partners and Ten Fund, and accordingly, may be deemed to be the indirect beneficial owner of the shares beneficially owned by Partners, Institutional Partners and Ten Fund. Mr. Feinberg is the sole shareholder, director and president of Oracle Investment Management, Inc., which serves as investment manager to Ten Fund, and accordingly, may be deemed to be the beneficial owner of the shares beneficially owned by Ten Fund. Mr. Feinberg disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.
 

Joint Filer Information and Signatures

Dated:  August 10, 2016
 
ORACLE PARTNERS, LP
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By: /s/ Larry N. Feinberg                   
    Name:  Larry N. Feinberg
    Title:    Managing Member
 
 
  
Dated:  August 10, 2016
 
ORACLE ASSOCIATES, LLC
 
 
By: /s/ Larry N. Feinberg                    
    Name:  Larry N. Feinberg
    Title:    Managing Member
 
 
  
 
Dated:  August 10, 2016
 
LARRY N. FEINBERG
 
 
/s/ Larry N. Feinberg                            
 
     

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