Harold C Jr. Flynn Form 4/A BIOLASE / Harold C Jr. Flynn ownership change

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^*

Flynn Harold C Jr.

(Last) (First) (Middle)

C/O BIOLASE, INC.

4 CROMWELL

(Street)

IRVINE CA 92618

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/14/2016

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

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

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$1.45	11/08/2016		A		1,000,000		(1)	11/08/2026	Common Stock	1,000,000	$0.00	2,307,903	D
Restricted Stock Unit	(2)	11/08/2016		A(3)		0		(4)	(4)	Common Stock	0	$0.00	652,500	D

Explanation of Responses:

1. One-half of the stock options vest on the second anniversary of the grant date, and the remaining one-half vests ratably on a monthly basis over a two-year period commencing one month following the second anniversary of the grant date, subject to the Reporting Person's continued service with the Company through the applicable vesting dates.

2. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

3. On November 23, 2016, the Company and the Reporting Person entered into a letter agreement cancelling the November 8, 2016 restricted stock unit award representing the Reporting Person's right to acquire 1,000,000 shares of the Company's common stock because it was issued in excess of the limitations under the BIOLASE, Inc. 2002 Stock Incentive Plan, as amended.

4. The restricted stock units vest based upon specific performance criteria, subject to the Reporting Person's continued service with the Company through the applicable vesting dates.

Remarks:

	/s/ Michael C. Carroll, attorney-in-fact	11/23/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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