0001144204-19-033103.txt : 20190628 0001144204-19-033103.hdr.sgml : 20190628 20190628172136 ACCESSION NUMBER: 0001144204-19-033103 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190628 DATE AS OF CHANGE: 20190628 GROUP MEMBERS: FEINBERG FAMILY FOUNDATION GROUP MEMBERS: ORACLE ASSOCIATES, LLC GROUP MEMBERS: ORACLE INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: ORACLE INVESTMENT MANAGEMENT, INC. GROUP MEMBERS: ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES' RETIREMENT PLAN GROUP MEMBERS: ORACLE PARTNERS, L.P. GROUP MEMBERS: ORACLE TEN FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOLASE, INC CENTRAL INDEX KEY: 0000811240 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 870442441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47361 FILM NUMBER: 19930497 BUSINESS ADDRESS: STREET 1: 4 CROMWELL CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-361-1200 MAIL ADDRESS: STREET 1: 4 CROMWELL CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: BIOLASE TECHNOLOGY INC DATE OF NAME CHANGE: 19941117 FORMER COMPANY: FORMER CONFORMED NAME: LASER MEDICAL TECHNOLOGY INC DATE OF NAME CHANGE: 19941117 FORMER COMPANY: FORMER CONFORMED NAME: LASER ENDO TECHNIC CORP DATE OF NAME CHANGE: 19920708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 tv524459_sc13da.htm SCHEDULE 13D/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934*

 

(Amendment No. 19)

 

Biolase, Inc.

 

 

 

(Name of Issuer)

 

Common Stock, Par Value $0.01 Per Share

 

 

 

(Title of Class of Securities)

 

090911108

 

 

 

(CUSIP Number)

 

Larry N. Feinberg

c/o Oracle Investment Management, Inc.

262 Harbor Drive,

3RD FL

STAMFORD, CT 06902

(203) 862-7900

 

 

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

With a copy to:

 

Steven E. Cohen, Esq,

Kane Kessler, P.C,

666 Third Avenue, 23rd floor

New York, New York 10017

(212)541-6222

 

June 25, 2019

 

 

 

(Date of Event which Requires

Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

 

SCHEDULE 13D/A

  

 CUSIP No.  090911108

 

Page 2 of 16 pages

 

1

 

NAMES OF REPORTING PERSONS

 

 Larry N. Feinberg

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       

(a)  ¨

(b)  x    

 

3

 

SEC USE ONLY

  

 

4

 

SOURCE OF FUNDS (See Instructions)

 

 OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

  

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

 

7

 

SOLE VOTING POWER

 0

 

8

 

SHARED VOTING POWER

 5,703,515*

 

9

 

SOLE DISPOSITIVE POWER

 0

 

10

 

SHARED DISPOSITIVE POWER

 5,703,515*

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,703,515*

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (See Instructions)    ¨

  

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 26.13%**

 

14

 

TYPE OF REPORTING PERSON (See Instructions)

 IN

 

 

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

 

** This percentage is based on a total of 21,824,001 Shares outstanding, which is the sum of 21,293,736 Shares outstanding as of May 7, 2019, plus 530,265 Shares issuable upon exercise of warrants. All Share numbers in this Amendment give effect to the 1-for-5 reverse stock split of the Shares effected by the Issues on May 11, 2018.

 

 

 

 

SCHEDULE 13D/A

 

 CUSIP No.  090911108

Page 3 of 16 pages

 

1

 

NAMES OF REPORTING PERSONS

 

 Oracle Partners, L.P.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       

(a)  ¨

(b)  x      

 

3

 

SEC USE ONLY

  

 

4

 

SOURCE OF FUNDS (See Instructions)

 

 OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

  

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

 

7

 

SOLE VOTING POWER

 -0-

 

8

 

SHARED VOTING POWER

 4,085,128*

 

9

 

SOLE DISPOSITIVE POWER

 -0-

 

10

 

SHARED DISPOSITIVE POWER

 4,085,128*

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 4,085,128 *

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

  

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 18.82%**

 

14

 

TYPE OF REPORTING PERSON (See Instructions)

 PN

 

 

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

 

** This percentage is based on a total of 21,702,818 Shares outstanding, which is the sum of 21,293,736 Shares outstanding as of May 7, 2019, plus 409,082 Shares issuable upon exercise of warrants. All Share numbers in this Amendment give effect to the 1-for-5 reverse stock split of the Shares effected by the Issues on May 11, 2018.

 

 

 

 

SCHEDULE 13D/A

 

 CUSIP No.  090911108

 

Page 4 of 16 pages

 

1

 

NAMES OF REPORTING PERSONS

 

 Oracle Institutional Partners, L.P.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       

(a)  ¨

(b)  x      

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (See Instructions)

 

 OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

  

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

 

7

 

SOLE VOTING POWER

 -0-

 

8

 

SHARED VOTING POWER

 502,151*

 

9

 

SOLE DISPOSITIVE POWER

 -0-

 

10

 

SHARED DISPOSITIVE POWER

 502,151*

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 502,151 *

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 2.35%**

 

14

 

TYPE OF REPORTING PERSON (See Instructions)

 OO

 

 

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

 

** This percentage is based on a total of 21,357,302 Shares outstanding, which is the sum of 21,293,736 Shares outstanding as of May 7, 2019, plus 63,566 Shares issuable upon exercise of warrants. All Share numbers in this Amendment give effect to the 1-for-5 reverse stock split of the Shares effected by the Issues on May 11, 2018.

 

 

 

 

SCHEDULE 13D/A

 

 CUSIP No.  090911108

 

Page 5 of 16 pages

 

1

 

NAMES OF REPORTING PERSONS

 

 Oracle Ten Fund, L.P.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       

(a)  ¨

(b)  x      

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (See Instructions)

 

 OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

  

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

 

7

 

SOLE VOTING POWER

 -0-

 

8

 

SHARED VOTING POWER

 1,057,951*

 

9

 

SOLE DISPOSITIVE POWER

 -0-

 

10

 

SHARED DISPOSITIVE POWER

 1,057,951*

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,057,951*

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 4.95%**

 

14

 

TYPE OF REPORTING PERSON (See Instructions)

 OO

 

 

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

 

** This percentage is based on a total of 21,351,353 Shares outstanding, which is the sum of 21,293,736 Shares outstanding as of May 7, 2019, plus 57,617 Shares issuable upon exercise of warrants. All Share numbers in this Amendment give effect to the 1-for-5 reverse stock split of the Shares effected by the Issues on May 11, 2018.

 

 

 

 

SCHEDULE 13D/A

 

 CUSIP No.  090911108

 

Page 6 of 16 pages

 

1

 

NAMES OF REPORTING PERSONS

 

 Oracle Investment Management, Inc. Employees’ Retirement Plan

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       

(a)  ¨

(b)  x      

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (See Instructions)

 

 OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

  

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

 

7

 

SOLE VOTING POWER

 -0-

 

8

 

SHARED VOTING POWER

 47,885

 

9

 

SOLE DISPOSITIVE POWER

 -0-

 

10

 

SHARED DISPOSITIVE POWER

 47,885

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 47,885  

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 0.22%*

 

14

 

TYPE OF REPORTING PERSON (See Instructions)

 PN

 

 

* This percentage is based on a total of 21,293,736 Shares outstanding as of May 7, 2019. All Share numbers in this Amendment give effect to the 1-for-5 reverse stock split of the Shares effected by the Issues on May 11, 2018.

 

 

 

 

SCHEDULE 13D/A

 

 CUSIP No.  090911108

 

Page 7 of 16 pages

 

1

 

NAMES OF REPORTING PERSONS

 

 The Feinberg Family Foundation

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       

(a)  ¨

(b)  x      

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (See Instructions)

 

 N/A

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

  

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

 

7

 

SOLE VOTING POWER

 -0-

 

8

 

SHARED VOTING POWER

 10,400

 

9

 

SOLE DISPOSITIVE POWER

 -0-

 

10

 

SHARED DISPOSITIVE POWER

 10,400

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 10,400

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 0.05%*

 

14

 

TYPE OF REPORTING PERSON (See Instructions)

 PN

 

 

* This percentage is based on a total of 21,293,736 Shares outstanding as of May 7, 2019. All Share numbers in this Amendment give effect to the 1-for-5 reverse stock split of the Shares effected by the Issues on May 11, 2018.

 

 

 

 

SCHEDULE 13D/A

 

 CUSIP No.  090911108

 

Page 8 of 16 pages 

 

1

 

NAMES OF REPORTING PERSONS

 

 Oracle Associates, LLC

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       

(a)  ¨

(b)  x    

 

3

 

SEC USE ONLY

  

 

4

 

SOURCE OF FUNDS (See Instructions)

 

 OO

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

 

7

 

SOLE VOTING POWER

 -0-

 

8

 

SHARED VOTING POWER

 5,645,230*

 

9

 

SOLE DISPOSITIVE POWER

 -0-

 

10

 

SHARED DISPOSITIVE POWER

 5,645,230*

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 5,645,230*

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

  

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 25.87%**

 

14

 

TYPE OF REPORTING PERSON (See Instructions)

 PN

 

 

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

 

** This percentage is based on a total of 21,824,001 Shares outstanding, which is the sum of 21,293,736 Shares outstanding as of May 7, 2019, plus 530,265 Shares issuable upon exercise of warrants. All Share numbers in this Amendment give effect to the 1-for-5 reverse stock split of the Shares effected by the Issues on May 11, 2018.

 

 

 

 

SCHEDULE 13D/A

 

 CUSIP No.  090911108

 

Page 9 of 16 pages

 

1

 

NAMES OF REPORTING PERSONS

 

 Oracle Investment Management, Inc.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       

(a)  ¨

(b)  x      

 

3

 

SEC USE ONLY

  

 

4

 

SOURCE OF FUNDS (See Instructions)

 

 N/A

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

  

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

 

7

 

SOLE VOTING POWER

 -0-

 

8

 

SHARED VOTING POWER

 5,693,115*

 

9

 

SOLE DISPOSITIVE POWER

 -0-

 

10

 

SHARED DISPOSITIVE POWER

 5,693,115*

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 5,693,115*

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    ¨

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 26.09%**

 

14

 

TYPE OF REPORTING PERSON (See Instructions)

 CO

 

 

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

 

** This percentage is based on a total of 21,824,001 Shares outstanding, which is the sum of 21,293,736 Shares outstanding as of May 7, 2019, plus 530,265 Shares issuable upon exercise of warrants. All Share numbers in this Amendment give effect to the 1-for-5 reverse stock split of the Shares effected by the Issues on May 11, 2018.

 

 

 

 

This Amendment No. 19 (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 and Amendment No. 18, filed on December 6, 2017 (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.

 

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.

 

On May 11, 2018, the Issuer effected a 1-for-5 reverse stock split of its Shares (the "Reverse Stock Split"). The number of Shares reported on this Amendment reflect the Reverse Stock Split. 

 

Item 5.  Interest in Securities of the Issuer.

 

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 21,293,736 Shares outstanding as of May 7, 2019, which reflect the Reverse Stock Split, based on the Issues’s Quarterly Report on Form 10-Q filed on May 10, 2019, 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 4,085,128 Shares, constituting approximately 18.82% 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 4,085,128 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 4,085,128 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 502,151 Shares, constituting approximately 2.35% 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 502,151 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 502,151 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 1,057,951 Shares, constituting approximately 4.95% 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 1,057,951 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,057,951 Shares.

 

(a, b) Retirement Plan

 

As of the date hereof, Oracle Investment Management, Inc. Employees’ Retirement Plan (“Retirement Plan”) may be deemed to be the beneficial owner of 47,885 Shares, constituting approximately 0.22% of the Shares outstanding.

 

Retirement Plan has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 47,885 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 47,885 Shares.

 

 

 

 

(a, b) Foundation

 

As of the date hereof, The Feinberg Family Foundation (“Foundation”) may be deemed to be the beneficial owner of 10,400 Shares, constituting approximately 0.05% of the Shares outstanding.

 

Foundation has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 10,400 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,400 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 5,645,230 Shares held in Partners, Institutional Partners and Ten Fund, constituting approximately 25.87% 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 5,645,230 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 5,645,230 Shares.

 

(a, b) Manager

 

Oracle Investment Management, Inc. (“Manager”), as the investment manager of Partners, Institutional Partners, Ten Fund and Retirement, may be deemed to be the indirect beneficial owner of the Shares beneficially owned by Partners, Institutional Partners, Ten Fund and Retirement. As of the date hereof, Manager may be deemed to be the beneficial owner of 5,693,115 Shares, constituting approximately 26.09% 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 5,693,115 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 5,693,115 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. 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 5,703,515 Shares, constituting approximately 26.13% 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 5,703,515 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 5,703,515 Shares.

 

  (c) Except for the following, the Reporting Persons have not effected any transactions in the Shares in the last sixty days: (i) an open market sale of 509,000 Shares by Partners on June 25, 2019 at a price of $1.50 per share; (ii) an open market sale of 263,845 Shares by Ten Fund on June 25, 2019 at a price of $1.50 per share; and (iii) an open market sale of 227,155 Shares by Institutional Partners on June 25, 2019 at a price of $1.50 per Share.

 

  (d) 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.

 

  (e) Not applicable.

 

 

 

 

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.

 

Dated:  June 28, 2019 ORACLE PARTNERS, L.P.
     
  By:  ORACLE ASSOCIATES, LLC, its general partner
     
  By:  /s/ Larry N. Feinberg
    Name:  Larry N. Feinberg
    Title:    Managing Member
     
Dated:  June 28, 2019 ORACLE TEN FUND, L.P.
     
  By:  ORACLE ASSOCIATES, LLC, its general partner
     
  By:  /s/ Larry N. Feinberg
    Name:  Larry N. Feinberg
    Title:    Managing Member
     
Dated:  June 28, 2019 ORACLE INSTITUTIONAL PARTNERS, L.P.
     
  By:   ORACLE ASSOCIATES, LLC, its general partner
     
  By:  /s/ Larry N. Feinberg
    Name:  Larry N. Feinberg
    Title:    Managing Member
     
Dated:  June 28, 2019 ORACLE INVESTMENT MANAGEMENT, INC.
  EMPLOYEES’ RETIREMENT PLAN
     
  By:  /s/ Larry N. Feinberg
    Name:  Larry N. Feinberg
    Title:    Trustee

 

 

 

 

Dated:  June 28, 2019 ORACLE ASSOCIATES, LLC
     
  By: /s/ Larry N. Feinberg
    Name:  Larry N. Feinberg
    Title:    Managing Member
     
Dated:  June 28, 2019 ORACLE INVESTMENT MANAGEMENT, INC.
     
  By: /s/ Larry N. Feinberg
    Name:  Larry N. Feinberg
    Title:    President and Director
     
Dated:  June 28, 2019 THE FEINBERG FAMILY FOUNDATION
     
  By: /s/ Larry N. Feinberg
    Name:  Larry N. Feinberg
    Title:    Trustee
     
Dated:  June 28, 2019 LARRY N. FEINBERG
     
  /s/ Larry N. Feinberg