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^*

Aequitas Management LLC

(Last)

(First)

(Middle)

5300 MEADOWS ROAD,

SUITE 400

(Street)

LAKE OSWEGO

97035

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CarePayment Technologies, Inc. [ CPYT ]

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)
01/08/2013

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

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

	Form filed by One Reporting Person
X	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)
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)
Class A Common Stock	01/08/2013		P		37,743	A	$1	10,002,245	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock	01/30/2013		P		94,358	A	$1	10,096,603	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock	01/30/2013		P		47,179	A	$1	10,143,782	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock	01/30/2013		P		1,887	A	$1	10,145,669	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock	01/30/2013		P		23,590	A	$1	10,169,259	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock	01/30/2013		P		944	A	$1	10,170,203	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock	01/30/2013		P		9,436	A	$1	10,179,639	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock	01/30/2013		P		94,358	A	$1	10,273,997	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock	01/30/2013		P		23,590	A	$1	10,297,587	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock	01/30/2013		P		23,590	A	$1	10,321,177	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock	01/30/2013		P		9,436	A	$1	10,330,613	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock	01/30/2013		P		9,436	A	$1	10,340,049	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock	01/31/2013		C⁽³⁾		3,991,370	A	$0	14,331,419	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Class A Common Stock								743,622	I	By Aequitas CarePayment Founders Fund, LLC⁽¹⁾⁽²⁾
Class A Common Stock								1,056	I	By Aequitas Investment Management, LLC⁽¹⁾⁽²⁾
Class A Common Stock								109,227	I	By Aequitas Capital Management, Inc.⁽¹⁾⁽²⁾
Class A Common Stock								462,603	I	By Aequitas Catalyst Fund, LLC⁽¹⁾⁽²⁾

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 D Convertible Preferred Stock	⁽⁴⁾	01/08/2013		P		37,743		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	37,743	$10.99	37,743	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/30/2013		P		94,358		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	94,358	$10.83	132,101	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/30/2013		P		47,179		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	47,179	$11	179,280	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/30/2013		P		1,887		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,887	$10.98	181,167	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/30/2013		P		23,590		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	23,590	$10.95	204,757	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/30/2013		P		944		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	944	$10.92	205,701	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/30/2013		P		9,436		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	9,436	$10.91	215,137	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/30/2013		P		94,358		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	94,358	$10.88	309,495	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/30/2013		P		23,590		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	23,590	$10.88	333,085	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/30/2013		P		23,590		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	23,590	$10.88	356,675	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/30/2013		P		9,436		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	9,436	$10.88	366,111	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/30/2013		P		9,436		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	9,436	$10.85	375,547	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/30/2013		P		23,590		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	23,590	$12.01	399,137	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	01/31/2013		C⁽³⁾			399,137	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,991,370	$0	0	I	By Aequitas Commercial Finance, LLC⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Aequitas Management LLC

(Last)

(First)

(Middle)

5300 MEADOWS ROAD,

SUITE 400

(Street)

LAKE OSWEGO

97035

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Aequitas CarePayment Founders Fund, LLC

(Last)

(First)

(Middle)

5300 MEADOWS ROAD

SUITE 400

(Street)

LAKE OSWEGO

97035

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Aequitas Catalyst Fund LLC

(Last)

(First)

(Middle)

5300 MEADOWS ROAD

SUITE 400

(Street)

LAKE OSWAGO

97035

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Aequitas Holdings, LLC

(Last)

(First)

(Middle)

5300 MEADOWS ROAD,

SUITE 400

(Street)

LAKE OSWEGO

97305

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Aequitas Capital Management Inc.

(Last)

(First)

(Middle)

5300 MEADOWS ROAD,

SUITE 400

(Street)

LAKE OSWEGO

97305

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Aequitas Commercial Finance, LLC

(Last)

(First)

(Middle)

5300 MEADOWS ROAD

SUITE 400

(Street)

LAKE OSWEGO

97035

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The voting and investment decisions with respect to the reported securities of CarePayment Technologies, Inc. (the "Company") owned by Aequitas CarePayment Founders Fund, LLC ("Founders Fund"), Aequitas Catalyst Fund, LLC ("Catalyst Fund"), Aequitas Capital Management, Inc. ("Aequitas"), Aequitas Commercial Finance, LLC ("ACF"), Aequitas Holdings, LLC ("Aequitas Holdings") and Aequitas Investment Management, LLC ("AIM") are directly determined by each entity's, or its manager's, Public Securities Investment Committee ("PSIC"). (Continued in Footnote 2)

2. (Continued from Footnote 1) Each PSIC is composed of at least three members. Appointments to a PSIC must be approved by at least three members of Aequitas Management, LLC ("AML") holding, in the aggregate, at least 50% of AML's membership interests. Accordingly, AML may be deemed to be the indirect beneficial owner of the reported securities that are directly owned by Aequitas Holdings, Aequitas, ACF, Founders Fund, Catalyst Fund and AIM. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests, if any, therein.

3. On January 31, 2013, the reporting persons converted shares of the Company's Series D Convertible Preferred Stock into shares of Class A Common Stock on a 10-for-1 basis.

4. The Series D Convertible Preferred Stock was convertible into shares of Class A Common Stock at any time at the option of the holder and had no expiration date. However, the Series D Convertible Preferred Stock was subject to mandatory redemption by the Company during January 2013 out of legally available funds. Shares of the Series D Convertible Preferred Stock were convertible on a 10-for-1 basis or such lower ratio as determined in accordance with the Company's Second Amended and Restated Certificate of Designation as of the date of conversion.

	/s/ Andrew S. Craig, Secretary, on behalf of Aequitas Management LLC	02/06/2013
	/s/ Andrew S. Craig, Secretary, on behalf of Aequitas CarePayment Founders Fund, LLC	02/06/2013
	/s/ Andrew S. Craig, Secretary, on behalf of Aequitas Catalyst Fund LLC	02/06/2013
	/s/ Andrew S. Craig, Secretary, on behalf of Aequitas Holdings, LLC	02/06/2013
	/s/ Andrew S. Craig, Secretary, on behalf of Aequitas Capital Management, Inc.	02/06/2013
	/s/ Andrew S. Craig, Secretary, on behalf of Aequitas Commercial Finance, LLC	02/06/2013
	** Signature of Reporting Person	Date
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