Form SC 13D/A BIOLASE, INC Filed by: SCHULER JACK W

(1)  This amount includes 850,796 Shares that the Reporting Person has the right to acquire upon exercise of Warrants.

 

(2) This percentage is based on a total of 68,416,747 Shares outstanding, which is the sum of: (i) 58,716,551 Shares outstanding as of September 1, 2016; (ii) 8,849,400 Shares issued upon the Automatic Conversion of 88,494 shares of Preferred Stock on September 30, 2016; and (iii) 850,796 Shares that the Reporting Person has the right to acquire upon exercise of Warrants.

(1)  This amount excludes 3,824,252 Shares underlying warrants that are subject to a blocker restricting their exercise to the extent that the exercise would result in the holder and its affiliates beneficially owning more than 19.99% of the outstanding Shares.

 

(2) This percentage is based on a total of 67,565,951 Shares outstanding, which is the sum of 58,716,551 Shares outstanding as of September 1, 2016, plus 8,849,400 Shares  issued upon the Automatic Conversion of 88,494 shares of Preferred Stock on September 30, 2016.

(1)  This amount excludes 3,824,252 Shares underlying warrants that are subject to a blocker restricting their exercise to the extent that the exercise would result in the holder and its affiliates beneficially owning more than 19.99% of the outstanding Shares.

 

(2) This percentage is based on a total of 67,565,951 Shares outstanding, which is the sum of 58,716,551 Shares outstanding as of September 1, 2016, plus 8,849,400 Shares issued upon the Automatic Conversion of 88,494 shares of Preferred Stock on September 30, 2016.

 

 

Item 1.

Security and Issuer

 

This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the Schedule 13D filed on November 10, 2014, as amended by Amendment No. 1 filed on November 10, 2014, Amendment No. 2 filed on March 6, 2015, Amendment No. 3 filed on October 14, 2015, Amendment No. 4 filed on October 23, 2015, Amendment No. 5 filed on November 9, 2015, Amendment No. 6 filed on November 13, 2015, Amendment No. 7 filed on December 14, 2015, and Amendment No. 8 filed on August 3, 2016 (collectively, the “Schedule 13D”), with respect to the common stock, par value $0.001 per share (the “Shares”), of Biolase, Inc. (the “Issuer”), whose principal executive offices are located at 4 Cromwell, Irvine, California 92618.   All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

On September 30, 2016, the Issuer held a special meeting of its stockholders (the “Special Meeting”) at which the stockholders were asked to vote, among other things, to ratify the terms and issuance of the Preferred Stock and related Warrants, including the removal of the 19.99% Limitation, and to approve the issuance of such number of Shares issuable upon full conversion of the Preferred Stock and upon the full exercise of the Warrants, in each case, including shares issuable pursuant to customary anti-dilution provisions (the “Issuance Proposal”).  The stockholders voted to approve the Issuance Proposal at the Special Meeting, upon which each Preferred Stock automatically converted into 100 Shares, reflecting a conversion price of $1.13 per Share (the “Automatic Conversion”) and the 19.99% Limitation was removed from the Warrants.

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a, b) As of September 30, 2016, Mr. Schuler may be deemed to beneficially own, in the aggregate, 17,029,460 Shares, representing approximately 24.89% of the Shares outstanding. This amount consists of: (A) 10,195,199 Shares* and 850,796 Shares obtainable upon exercise of Warrants held by the Trust, collectively representing approximately 16.15% of the Shares outstanding; (B) 5,883,465 Shares held by the Foundation, representing approximately 8.71% of the Shares outstanding; and (C) 100,000 Shares** held by Mr. Schuler’s spouse, Ms. Schuler, representing approximately 0.15% of the Shares outstanding.

The foregoing beneficial ownership percentages are based on the sum of: (i) 58,716,551 Shares outstanding as of September 1, 2016, according to the Issuer’s proxy statement on Schedule 14A filed September 7, 2016; (ii) 8,849,400 Shares issued upon the Automatic Conversion; and (iii) for purposes of calculating beneficial ownership of Mr. Schuler and the Trust pursuant to Rule 13d-3(d)(1)(i) under the Act, 850,796 Shares issuable upon exercise of Warrants held by the Trust.

As sole trustee of the Trust, Mr. Schuler shares with the Trust the power to vote or direct the vote, and the power to dispose or direct the disposition of, the 11,045,995 Shares beneficially owned by the Trust. Mr. Schuler disclaims any beneficial ownership in any of the Shares held by the Foundation.

As of September 30, 2016, Ms. Schuler may be deemed to beneficially own, in the aggregate, 5,983,465 Shares, representing approximately 8.86% of the Shares outstanding. This amount consists of (A) 100,000 Shares** held by Ms. Schuler, representing approximately 0.15% of the Shares outstanding, and (B) 5,883,465 Shares held by the Foundation, representing approximately 8.71% of the Shares outstanding. Ms. Schuler disclaims any beneficial ownership in any of the Shares held by the Foundation.

The foregoing beneficial ownership percentages are based on the sum of 58,716,551 Shares outstanding as of September 1, 2016, according to the Issuer’s proxy statement on Schedule 14A filed September 7, 2016, plus 8,849,400 Shares issued upon the Automatic Conversion.

As disclosed in Amendment No. 2, the terms of the warrants held by the Foundation prohibit the holder of such warrants from exercising the warrants to the extent that the exercise would result in the holder and its affiliates beneficially owning more than 19.99% of the outstanding Shares. As such, although the Foundation holds warrants to acquire 3,824,252 Shares, due to the 19.99% blocker, at this time, the Foundation cannot exercise any of the warrants.

* This figure no longer includes 51,438 Shares that had previously been inadvertently reported in the Schedule 13D as Shares beneficially owned by the Trust.

**This figure includes an additional 85,200 Shares that had previously been inadvertently excluded from the Shares beneficially owned by Ms. Schuler as reported in the Schedule 13D.

(c) As of the date hereof, no transactions in the Shares had been effected by the Reporting Persons within the past 60 days, except as set forth in this Amendment No. 9.

(d) Except as set forth in the Schedule 13D, to the knowledge of the Reporting Persons, no other person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by the Schedule 13D.

(e) Not applicable.