Filing Details
- Accession Number:
- 0001144204-19-033103
- Form Type:
- 13D Filing
- Publication Date:
- 2019-06-28 17:21:36
- Filed By:
- Feinberg Larry N
- Company:
- Biolase Inc (NASDAQ:BIOL)
- Filing Date:
- 2019-06-28
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Larry N. Feinberg | 0 | 5,703,515 | 0 | 5,703,515 | 5,703,515 | 26.13% |
| Oracle Partners | 0 | 4,085,128 | 0 | 4,085,128 | 4,085,128 | 18.82% |
| Oracle Institutional Partners | 0 | 502,151 | 0 | 502,151 | 502,151 | 2.35% |
| Oracle Ten Fund | 0 | 1,057,951 | 0 | 1,057,951 | 1,057,951 | 4.95% |
| Oracle Investment Management, Inc. Employees Retirement Plan | 0 | 47,885 | 0 | 47,885 | 47,885 | 0.22% |
| The Feinberg Family Foundation | 0 | 10,400 | 0 | 10,400 | 10,400 | 0.05% |
| Oracle Associates | 0 | 5,645,230 | 0 | 5,645,230 | 5,645,230 | 25.87% |
| Oracle Investment Management, Inc | 0 | 5,693,115 | 0 | 5,693,115 | 5,693,115 | 26.09% |
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 | ||