BIOL Biolase Inc

SCHEDULE 13D/A

*Includes 530,265 Shares issuable upon exercise of warrants.

** This percentage is based on a total of 93,544,460 Shares outstanding, which is the sum of 93,014,195 Shares outstanding as of November 10, 2020, plus 530,265 Shares issuable upon exercise of warrants.

SCHEDULE 13D/A

* Includes 409,082 Shares issuable upon exercise of warrants.

** This percentage is based on a total of 93,423,277 Shares outstanding, which is the sum of 93,014,195 Shares outstanding as of November 10, 2020, plus 409,082 Shares issuable upon exercise of warrants.

SCHEDULE 13D/A

* Includes 63,566 Shares issuable upon exercise of warrants.

** This percentage is based on a total of 93,077,761 Shares outstanding, which is the sum of 93,014,195 Shares outstanding as of November 10, 2020, plus 63,566 Shares issuable upon exercise of warrants.

SCHEDULE 13D/A

* Includes 57,617 Shares issuable upon exercise of warrants.

** This percentage is based on a total of 93,071,812 Shares outstanding, which is the sum of 93,014,195 Shares outstanding as of November 10, 2020, plus 57,617 Shares issuable upon exercise of warrants.

SCHEDULE 13D/A

*Includes 530,265 Shares issuable upon exercise of warrants.

** This percentage is based on a total of 93,544,460 Shares outstanding, which is the sum of 93,014,195 Shares outstanding as of November 10, 2020, plus 530,265 Shares issuable upon exercise of warrants.

SCHEDULE 13D/A

*Includes 530,265 Shares issuable upon exercise of warrants.

** This percentage is based on a total of 93,544,460 Shares outstanding, which is the sum of 93,014,195 Shares outstanding as of November 10, 2020, plus 530,265 Shares issuable upon exercise of warrants.

This Amendment No. 23 (the “Amendment”) amends the Schedule 13D originally filed with the Securities and Exchange Commission on November 22, 2013, as previously amended by Amendment No. 1, filed on December 20, 2013, Amendment No. 2, filed on February 13, 2014, Amendment No. 3, filed on March 11, 2014, Amendment No. 4, filed on March 12, 2014, Amendment No. 5, filed on May 15, 2014, Amendment No. 6, filed on June 2, 2014, Amendment No. 7 filed on July 9, 2014, Amendment No. 8, filed on July 9, 2014, Amendment No. 9, filed on November 7, 2014, Amendment No. 10, filed on March 9, 2015, Amendment No. 11, filed on November 12, 2015, Amendment No. 12, filed on August 3, 2016, Amendment No. 13, filed on October 6, 2016, Amendment No. 14, filed on April 21, 2017, Amendment No. 15, filed on July 5, 2017, Amendment No. 16, filed on August 22, 2017, Amendment No. 17, filed on November 9, 2017, Amendment No. 18, filed on December 6, 2017, Amendment No. 19, filed on June 28, 2019, Amendment No. 20, filed on November 4, 2019, Amendment No. 21, filed on May 22, 2020 and Amendment No. 22, filed on June 8, 2020 (the “Original Schedule 13D,” and collectively with the Amendments, the “Statement”) with respect to the shares of common stock par value $0.001 per share (“Shares”) of BIOLASE, Inc. (the “Issuer”), whose principal executive offices are located at 4 Cromwell, Irvine, CA 92618. This Amendment constitutes an exit filing of the Reporting Persons.

Item 4.  Purpose of Transaction.

Item 4 of the Statement is hereby supplemented as follows:

The transactions giving rise to the filing of this Amendment were the sales of Shares of the Issuer by the Reporting Persons in open market transactions and at prevailing market prices. The response set forth in Item 5(c) of this Amendment is incorporated herein by reference. As a result of said transactions, each of the Reporting Persons’ beneficial ownership of Issuer Shares decreased as set forth in more detail in Item 5 of this Amendment.

Item 5.  Interest in Securities of the Issuer.

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

The aggregate percentage of Shares reported owned by each person named herein is based on a total number of Shares outstanding equal to the sum of 93,014,195 Shares outstanding as of January 29, 2021, based on the Issuer's Quarterly Report on Form 10-Q, filed on November 10, 2020, plus the following number of  Shares currently issuable upon the exercise of warrants: (i) in the case of Mr. Larry Feinberg, General Partner and Manager (as defined below), 530,265; (ii) in the case of Partners (as defined below) 409,082; (iii) in the case of Institutional Partners (as defined below), 63,566; and (iv) in the case of Ten Fund (as defined below), 57,617. 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.

(a, b) Partners

As of the date hereof, Oracle Partners, L.P. (“Partners”) may be deemed to be the beneficial owner of 1,501,533 Shares, constituting approximately 1.61% of the Shares outstanding. 

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 1,501,533 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,501,533 Shares.

(a, b) Institutional Partners

As of the date hereof, Oracle Institutional Partners, L.P. (“Institutional Partners”) may be deemed to be the beneficial owner of 221,661 Shares, constituting approximately 0.24% of the Shares outstanding.

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 221,661 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 221,661 Shares.

(a, b) Ten Fund

As of the date hereof, Oracle Ten Fund, L.P. (“Ten Fund”) may be deemed to be the beneficial owner of 296,171 Shares, constituting approximately 0.32% 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 296,171 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 296,171 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 2,019,365 Shares held in Partners, Institutional Partners and Ten Fund, constituting approximately 2.16% 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 2,019,365 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,019,365 Shares.

(a, b) Manager

Oracle Investment Management, Inc. (“Manager”), as the investment manager of Partners, Institutional Partners, and Ten Fund, may be deemed to be the indirect beneficial owner of the Shares beneficially owned by Partners, Institutional Partners, and Ten Fund. As of the date hereof, Manager may be deemed to be the beneficial owner of 2,019,365 Shares, constituting approximately 2.16% 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 2,019,365 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,019,365 Shares.

(a, b) Larry Feinberg

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. As of the date hereof, Mr. Feinberg may be deemed to be the beneficial owner of 2,019,365 Shares, constituting approximately 2.16% 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 2,019,365 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,019,365 Shares.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.