BIOL Biolase Inc

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Item 4 of the Statement is hereby supplemented as follows:

The Series D Preferred Stock that was previously purchased in April 2017 has received the New Requisite Stockholder Approval and accordingly, on June 30, 2017, all of the Series D Preferred Stock, including the 36,986 shares held by the Oracle Entities, automatically converted into Shares, including 3,698,600 Shares for the Oracle Entities.  In addition, the New Warrants also purchased in April 2017 for an aggregate of 1,800,535 Shares are no longer subject to the 19.99% Limitation due to the New Requisite Stockholder Approval, but are not exercisable until October 18, 2017.

Item 5 of the Statement is hereby amended and restated as follows:

This aggregate percentage of Shares reported owned by each person named herein is the sum of 67,912,379 Shares outstanding as of May 18, 2017, as reported in the Issuer’s Form DEF 14A, filed with the Securities and Exchange Commission on May 19, 2017, plus the following number of  Shares issuable upon the exercise of Warrants that can be exercised as of July 5, 2017: (i) in the case of Mr. Larry Feinberg and General Partner (as defined below), 850,797, (ii) in the case of Partners (as defined below), 749,027, and (iii) in the case of Institutional Partners (as defined below), 101,770. The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Act. The filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or a group.

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Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 13,199,673 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 13,199,673 Shares.

The above numbers do not include 1,632,432 warrants that are not currently exercisable, including (i) warrants for an aggregate of 336,047 Shares, which are not currently exercisable due to the 19.99% Limitation, and (ii) warrants for an aggregate of 1,296,385 Shares which are not exercisable until October 18, 2017.

Institutional Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,574,807 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,574,807 Shares.

The above numbers do not include 686,529 warrants that are not currently exercisable, including (i) warrants for an aggregate of 470,465 Shares, which are not currently exercisable due to the 19.99% Limitation, and (ii) warrants for an aggregate of 216,064 Shares which are not exercisable until October 18, 2017.

As of the date hereof, Oracle Ten Fund Master, LP (" Ten Fund ") may be deemed to be the beneficial owner of 3,105,542 Shares, constituting approximately 4.09% of the Shares outstanding.

Ten Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,105,542 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,105,542 Shares.

The above numbers do not include 825,850 warrants that are not currently exercisable, including (i) warrants for an aggregate of 537,764 Shares, which are not currently exercisable due to the 19.99% Limitation, and (ii) warrants for an aggregate of 288,086 Shares which are not exercisable until October 18, 2017.

As of the date hereof, Oracle Investment Management, Inc. Employees’ Retirement Plan (“ Retirement ”) may be deemed to be the beneficial owner of 239,425 Shares, constituting approximately 0.3% of the Shares outstanding.

Retirement has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 239,425 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 239,425 Shares.

As of the date hereof, Feinberg Family Foundation (“ Foundation ”) may be deemed to be the beneficial owner of 52,000 Shares, constituting approximately 0.07% of the Shares outstanding.

Retirement has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 52,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 52,000 Shares.

(a, b)  General Partner

Oracle Associates, LLC (“ General Partner ”), as the general partner of Partners, Institutional Partners, and Ten Fund, may be deemed to be the indirect beneficial owner of 18,880,022 Shares held in Partners, Institutional Partners and Ten Fund, constituting approximately 24.57% of the Shares outstanding.

General Partner has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 18,880,022 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 18,880,022 Shares.

Oracle Investment Management, Inc. (“ Manager ”), as the investment manager of Ten Fund and Retirement, may be deemed to be the indirect beneficial owner of the Shares beneficially owned by Ten Fund and Retirement. As of the date hereof, Manager may be deemed to be the beneficial owner of 3,344,967 Shares, constituting approximately 4.40% of the Shares outstanding.

Manager has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 3,344,967 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 3,344,967 Shares.

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Mr. Feinberg serves as the managing member of the General Partner, and accordingly, may be deemed to be the indirect beneficial owner of the Shares beneficially owned by General Partner. Mr. Feinberg is the sole shareholder and president of the Manager, and accordingly, may be deemed to be the beneficial owner of the Shares beneficially owned by Manager. Mr. Feinberg serves as the Trustee of the Foundation, and accordingly, may be deemed to be the indirect beneficial owner of the Shares beneficially owned by Foundation. As of the date hereof, Mr. Feinberg may be deemed to be the beneficial owner of 19,171,447 Shares, constituting approximately 24.95% of the Shares outstanding.

 

Mr. Feinberg has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 19,171,447 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 19,171,447 Shares.

The above numbers do not include 3,144,811 warrants that are not currently exercisable, including (i) warrants for an aggregate of 1,344,276 Shares, which are not currently exercisable due to the 19.99% Limitation, and (ii) warrants for an aggregate of 1,800,535 Shares which are not exercisable until October 18, 2017.

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