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Form 4 BIOLASE, INC For: Dec 02 Filed by: FEINBERG LARRY N

December 6, 2016 6:31 PM EST
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
Estimated average burden
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)
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)
12/02/2016
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
Common Stock 12/02/2016   C   53,537 A $ 1.78 (1) 14,562,001 I See footnote (1)
Common Stock 12/05/2016   C   46,463 A $ 1.85 (2) 14,608,464 I See footnote (2)
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
Explanation of Responses:
1. See Exhibit 99.1
2. See Exhibit 99.1
Remarks:
* On his own behalf or on behalf of the other joint filers.

Exhibit List:

Exhibit 99.1 - Explanation of Responses
Exhibit 99.2 - Joint Filer Information and Signatures
/s/ Larry N. Feinberg* 12/06/2016
** 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: December 2, 2016
 


Explanation of Responses:
(1)
After giving effect to this transaction, Oracle Partners, L.P. (“Partners”) owns 9,741,183 shares of Common Stock.  Oracle Institutional Partners, L.P. (“Institutional Partners”) owns 2,029,237 shares of Common Stock.  Oracle Ten Fund Master, L.P. (“Ten Fund”) owns 2,513,742 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.
 
(2)
After giving effect to this second transaction, Partners owns 9,787,646 shares of Common Stock.  Institutional Partners owns 2,029,237 shares of Common Stock.  Ten Fund owns 2,513,742 shares of Common Stock. After giving effect to these transactions, the Foundation and Retirement Plan own 52,000 and 245,839 shares of Common Stock, respectively.
 
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.
Designated Filer: FEINBERG LARRY N
Issuer & Ticket Symbol: Biolase, Inc. [BIOL]
Date of Event Requiring Statement: December 2, 2016
 
 
 
Joint Filer Information and Signatures

Dated:  December 6, 2016
ORACLE PARTNERS, LP
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
By: /s/ Larry N. Feinberg                   
    Name:  Larry N. Feinberg
    Title:    Managing Member
 
 
  
Dated:  December 6, 2016
 
ORACLE ASSOCIATES, LLC
 
 
By: /s/ Larry N. Feinberg                    
    Name:  Larry N. Feinberg
    Title:    Managing Member
 
 
  
 
Dated:  December 6, 2016
 
LARRY N. FEINBERG
 
 
/s/ Larry N. Feinberg                            
 
     

 
 
 
Designated Filer: FEINBERG LARRY N
Issuer & Ticket Symbol: Biolase, Inc. [BIOL]
Date of Event Requiring Statement: December 2, 2016
 
 
 
Dated:  December 6, 2016
 
THE FEINBERG FAMILY FOUNDATION
 
 
By: /s/ Larry N. Feinberg                                                                            
    Name:  Larry N. Feinberg
    Title:    Trustee
 
 
Dated:  December 6, 2016
 
ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES’ RETIREMENT PLAN
 
 
By: /s/ Larry N. Feinberg                                                                            
    Name:  Larry N. Feinberg
    Title:    Trustee
 
 
 
 
 
 

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