THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
TearLab Corporation
(Name of Issuer)
Par Value, $.001
(Title of Class of Securities)
878193101
(CUSIP Number)
July 29, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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 (however, see
the Notes).
CUSIP No. 878193101
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only):
AWM Investment Company, Inc.
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a)___
(b)___
(3) SEC Use Only
(4) Citizenship or Place of Organization: Delaware, United States
Number of Shares Beneficially
Owned by Each Reporting
Person With
(5) Sole Voting Power: 7,277,250**
(6) Shared Voting Power: 0
(7) Sole Dispositive Power: 7,277,250**
(8) Shared Dispositive Power: 0
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person:
7,277,250**
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
(11) Percent of Class Represented by Amount in Row (9): 12.8%**
(12) Type of Reporting Person (See Instructions): IA
**AWM Investment Company, Inc., a Delaware Corporation (AWM), is the
investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special
Situations Fund III QP, L.P. (SSFQP), Special Situations Private Equity Fund,
L.P. (SSPE), and Special Situations Life Sciences Fund, L.P. (SSLS). (CAYMAN,
SSFQP, SSPE and SSLS will hereafter be referred to as the Funds). As the
investment adviser to the Funds, AWM holds sole voting and investment power
over 787,452 shares of the Issuer (the Shares) and 237,476 Warrants to
purchase shares held by CAYMAN, 2,221,632 Shares and 642,066 Warrants to
purchase Shares held by SSFQP, 1,422,722 Shares and 586,361 Warrants to
purchase Shares held by SSPE and 2,845,444 Shares and 1,172,722 Warrants to
purchase Shares held by SSLS. See Items 2 and 4 of this Schedule for
additional information.
Item 1(a). Name Of Issuer: TearLab Corporation
Item 1(b). Address of Issuer?s Principal Executive Offices:
9980 Huennekens Street-Suite 100
San Diego, California 92121
Item 2(a). Name of Person Filing:
The person filing this report is AWM Investment Company, Inc., a
Delaware corporation (AWM), which is the investment adviser to Special
Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership
(CAYMAN), Special Situations Fund III QP, L.P., a Delaware limited
partnership (SSFQP), Special Situations Private Equity Fund, L.P., a
Delaware limited partnership (SSPE), and Special Situations Life
Sciences Fund, L.P., a Delaware limited partnership (SSLS) (CAYMAN,
SSFQP, SSPE, and SSLS, will hereafter be referred to as the Funds).
The principal business of each Fund is to invest in equity and equity-
related securities and other securities of any kind or nature.
Austin W. Marxe (Marxe), David M. Greenhouse (Greenhouse) and Adam C.
Stettner (Stettner) are members of: SSCayman, L.L.C., a Delaware
limited liability company (SSCAY) the general partner of CAYMAN; MGP
Advisers Limited Partnership, a Delaware limited partnership (MGP),
the general partner of SSFQP; MG Advisers, L.L.C., a New York limited
liability company (MG), the general partner of SSPE; and LS Advisers,
L.LC., a New York limited liability company (LS), the general partner
of SSLS. Marxe, Greenhouse and Stettner are also controlling
principals of AWM.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address for AWM is c/o Special Situations
Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022.
Item 2(c). Citizenship:
AWM is a Delaware corporation.
Item 2(d). Title of Class of Securities: Common Stock, Par Value $.001
Item 2(e). CUSIP No.: 878193101
Item 3. If This Statement Is Filed Pursuant to ??240.13d-1(b) or 240.13d-
2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 7,277,250**
(b) Percent of Class: 12.8%**
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote
7,277,250**
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of
7,277,250**
(iv) shared power to dispose or to direct the disposition of
0
_____________________________________________________________________________
_
** AWM is the investment adviser to each of the Funds. As the investment
adviser to the Funds, AWM holds sole voting and investment power over 787,452
Shares of the Issuer (the Shares)and *237,476 Warrants to purchase Shares
held by CAYMAN, 2,221,632 Shares and *642,066 Warrants to purchase Shares
held by SSFQP, 1,422,722 Shares and *586,361 Warrants to purchase Shares held
by SSPE and 2,845,444 Shares and *1,172,722 Warrants to purchase Shares held
by SSLS. Marxe, Greenhouse and Stettner are members of: SSCAY, the general
partner of CAYMAN; MGP, the general partner of SSFQP; MG, the general partner
of SSPE; and LS, the general partner of SSLS. Marxe, Greenhouse and Stettner
are also controlling principals of AWM.
*The Warrants described above are not exercisable till 5/4/2017 and
may only be exercised to the extent that the total number of shares of
Common Stock then beneficially owned does not exceed 9.99% of the
outstanding shares.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following. ?
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: August 4, 2016
AWM INVESTMENT COMPANY, INC.
By:
Name: David M. Greenhouse
Title: Executive Vice President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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