CUSIP No. 411307101
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Page 2 of 16 pages
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1
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NAMES OF REPORTING PERSONS
Larry N. Feinberg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0 (See Item 5)
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8
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SHARED VOTING POWER
20,971,982 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
0 (See Item 5)
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10
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SHARED DISPOSITIVE POWER
20,971,982 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,971,982* (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.66%**
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 411307101
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Page 3 of 16 pages
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1
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NAMES OF REPORTING PERSONS
Oracle Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0- (See Item 5)
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8
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SHARED VOTING POWER
14,496,058 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
-0- (See Item 5)
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10
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SHARED DISPOSITIVE POWER
14,496,058 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,496,058* (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.57%**
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 411307101
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Page 4 of 16 pages
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1
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NAMES OF REPORTING PERSONS
Oracle Institutional Partners, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
2,790,871 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
-0-
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||||
10
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SHARED DISPOSITIVE POWER
2,790,871 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,790,871* (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.66%**
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 411307101
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Page 5 of 16 pages
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1
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NAMES OF REPORTING PERSONS
Oracle Ten Fund Master, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
3,393,628 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
3,393,628 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,393,628 (See Item 5)*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.45%**
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 411307101
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Page 6 of 16 pages
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1
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NAMES OF REPORTING PERSONS
Oracle Investment Management, Inc. Employees’ Retirement Plan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
239,425 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
239,425 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,425 (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 411307101
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Page 7 of 16 pages
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1
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NAMES OF REPORTING PERSONS
The Feinberg Family Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
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|||
8
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SHARED VOTING POWER
52,000 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
-0-
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||||
10
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SHARED DISPOSITIVE POWER
52,000 (See Item 5)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,000 (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.07%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 411307101
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Page 8 of 16 pages
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1
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NAMES OF REPORTING PERSONS
Oracle Associates, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0- (See Item 5)
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8
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SHARED VOTING POWER
20,680,557 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
-0- (See Item 5)
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10
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SHARED DISPOSITIVE POWER
20,680,557 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,680,557* (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.29%**
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 411307101
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Page 9 of 16 pages
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1
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NAMES OF REPORTING PERSONS
Oracle Investment Management, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
-0-
|
|||
8
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SHARED VOTING POWER
20,919,982 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
-0-
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||||
10
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SHARED DISPOSITIVE POWER
20,919,982 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,919,982 * (See Item 5)
|
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.42%**
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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c)
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As of the date hereof, no transaction in the Shares had been effected by the Reporting Persons within the past 60 days.
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d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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e)
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Not applicable.
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Exhibit 3 |
Commitment Letter, dated September 26, 2017, between each of Oracle Partners, L.P., Oracle Institutional Partners, L.P., Oracle Ten Fund Master, L.P. and Biolase, Inc., incorporated by reference to Exhibit 10.23 of the Issuer’s Registration Statement on Form S-1, filed on September 29, 2017.
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Exhibit 4 |
Amendment to Standstill Agreement, dated November 9, 2017, by and among Larry N. Feinberg, Oracle Partners, L.P., Oracle Institutional Partners, L.P., Oracle Ten Fund master, L.P., Oracle Associates, LLC, Oracle Investment Management, Inc. and Biolase, Inc., incorporated by reference to Exhibit 99.2 of the Issuer’s Current Report on Form 8-K, filed on November 9, 2017.
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Dated: November 9, 2017
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ORACLE PARTNERS, LP
By: ORACLE ASSOCIATES, LLC, its general partner
By: /s/ Larry N. Feinberg
Name: Larry N. Feinberg
Title: Managing Member
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Dated: November 9, 2017
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ORACLE TEN FUND MASTER, LP
By: ORACLE ASSOCIATES, LLC, its general partner
By: /s/ Larry N. Feinberg
Name: Larry N. Feinberg
Title: Managing Member
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Dated: November 9, 2017
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ORACLE INSTITUTIONAL PARTNERS, LP
By: ORACLE ASSOCIATES, LLC, its general partner
By: /s/ Larry N. Feinberg
Name: Larry N. Feinberg
Title: Managing Member
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Dated: November 9, 2017
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ORACLE INVESTMENT MANAGEMENT, INC.
EMPLOYEES’ RETIREMENT PLAN
By: /s/ Larry N. Feinberg
Name: Larry N. Feinberg
Title: Trustee
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Dated: November 9, 2017
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ORACLE ASSOCIATES, LLC
By: /s/ Larry N. Feinberg
Name: Larry N. Feinberg
Title: Managing Member
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Dated: November 9, 2017
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ORACLE INVESTMENT MANAGEMENT, INC.
By: /s/ Larry N. Feinberg
Name: Larry N. Feinberg
Title: President and Director
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Dated: November 9, 2017
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THE FEINBERG FAMILY FOUNDATION
By: /s/ Larry N. Feinberg
Name: Larry N. Feinberg
Title: Trustee
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Dated: November 9, 2017
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LARRY N. FEINBERG
/s/ Larry N. Feinberg
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