SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schuler Education Foundation

(Last)

(First)

(Middle)

100 N. FIELD DRIVE

SUITE 360

(Street)

LAKE FOREST

60045

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOLASE, INC [ BIOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2020⁽¹⁾		P		1,307,931	A	$0.61	10,936,444	D
Common Stock	06/08/2020⁽¹⁾		S		1,847,649	D	$0.55⁽²⁾	9,088,795	D
Common Stock	06/09/2020⁽¹⁾		S		2,137,559	D	$0.54⁽³⁾	6,951,236	D
Common Stock	06/10/2020⁽¹⁾		S		1,733,836	D	$0.55⁽⁴⁾	5,217,400	D
Common Stock	07/28/2020⁽¹⁾		C		3,745,000	A	$0.4	8,962,400	D
Common Stock	11/24/2020⁽¹⁾		S		71,100	D	$0.3	8,891,300	D
Common Stock	11/25/2020⁽¹⁾		S		203,057	D	$0.29	8,688,243	D
Common Stock	11/30/2020⁽¹⁾		S		1,115,000	D	$0.3	7,573,243	D
Common Stock	12/04/2020⁽¹⁾		S		1,200,000	D	$0.3	6,373,243	D
Common Stock	12/16/2020⁽¹⁾		S		90,575	D	$0.28	6,282,668	D
Common Stock	12/17/2020⁽¹⁾		S		572,671	D	$0.28	5,709,997	D
Common Stock	12/18/2020⁽¹⁾		S		187,774	D	$0.28	5,522,223	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series F Convertible Preferred Stock	$0.4	07/22/2020⁽¹⁾		A		1,498		07/22/2020	⁽⁶⁾	Common Stock	3,745,000	⁽⁵⁾	1,498	D
Warrants	$0.4	07/22/2020⁽¹⁾		A		3,745,000		07/22/2020	07/22/2025	Common Stock	3,745,000	⁽⁵⁾	3,745,000	D
Series F Convertible Preferred Stock	$0.4	07/28/2020⁽¹⁾		C			1,498	07/22/2020	⁽⁶⁾	Common Stock	3,745,000	⁽⁷⁾	0	D

Explanation of Responses:

1. This late filing is due to inadvertent administrative error.

2. The sale price reported is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $0.5399 and $0.5643, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

3. The sale price reported is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $0.5430 and $0.5601, inclusive.

4. The sale price reported is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $0.5485 and $0.5656, inclusive.

5. In connection with a public offering by the Issuer, on July 22, 2020, the Reporting Person acquired (i) 1,498 shares of Series F Convertible Preferred Stock, each of which is convertible into 2,500 shares of Common Stock, for a total of up to 3,745,000 shares of Common Stock, and (ii) 3,745,000 Warrants, each of which is exercisable to purchase one share of Common Stock, for a total of up to 3,745,000 shares of Common Stock, for an aggregate purchase price of $1,500,000.

6. Each share of Series F Convertible Preferred Stock is convertible at the Issuer's option at any time on or after July 22, 2021 or at the option of the Reporting Person at any time.

7. On July 28, 2020, the Reporting Person converted 1,498 shares of Series F Convertible Preferred Stock into 3,745,000 shares of Common Stock.

	/s/ Jack W. Schuler, President	05/26/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Schuler Education Foundation