0000908662-12-000059.txt : 20120402 0000908662-12-000059.hdr.sgml : 20120402 20120402140252 ACCESSION NUMBER: 0000908662-12-000059 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120331 FILED AS OF DATE: 20120402 DATE AS OF CHANGE: 20120402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CareView Communications Inc CENTRAL INDEX KEY: 0001377149 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV BUSINESS ADDRESS: STREET 1: 405 STATE HIGHWAY 121 STREET 2: SUITE B-240 CITY: LEWISVILLE STATE: TX ZIP: 75067 BUSINESS PHONE: 972-943-6050 MAIL ADDRESS: STREET 1: 405 STATE HIGHWAY 121 STREET 2: SUITE B-240 CITY: LEWISVILLE STATE: TX ZIP: 75067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Management, L.P. CENTRAL INDEX KEY: 0001343781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 12732439 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-622-7871 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Partners Fund LP CENTRAL INDEX KEY: 0001408660 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 12732432 BUSINESS ADDRESS: STREET 1: Carnegie Hall Tower STREET 2: 152 West 57th Street, 47th Floor CITY: New York STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 622-7884 MAIL ADDRESS: STREET 1: Carnegie Hall Tower STREET 2: 152 West 57th Street, 47th Floor CITY: New York STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Associates, LLC CENTRAL INDEX KEY: 0001409305 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 12732438 BUSINESS ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126227726 MAIL ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Group, LLC CENTRAL INDEX KEY: 0001409307 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 12732435 BUSINESS ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126227726 MAIL ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Hybrid Offshore GP, LLC CENTRAL INDEX KEY: 0001454849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 12732436 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126227872 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Hybrid Offshore Master Fund, L.P. CENTRAL INDEX KEY: 0001454850 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 12732437 BUSINESS ADDRESS: STREET 1: MAPLES & CALDER FINANCIAL SERVICES, LTD. STREET 2: UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2126227872 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Partners LP CENTRAL INDEX KEY: 0001519456 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 12732431 BUSINESS ADDRESS: STREET 1: 152 W 57TH STREET 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-622-7871 MAIL ADDRESS: STREET 1: 152 W 57TH STREET 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Partners Management LP CENTRAL INDEX KEY: 0001519462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 12732434 BUSINESS ADDRESS: STREET 1: 152 W 57TH STREET 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-622-7871 MAIL ADDRESS: STREET 1: 152 W 57TH STREET 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Partners Management GP, LLC CENTRAL INDEX KEY: 0001519463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 12732433 BUSINESS ADDRESS: STREET 1: 152 W 57TH STREET 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-622-7871 MAIL ADDRESS: STREET 1: 152 W 57TH STREET 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 edgar.xml PRIMARY DOCUMENT X0305 4 2012-03-31 0001377149 CareView Communications Inc CRVW.OB 0001343781 HealthCor Management, L.P. 152 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001409305 HealthCor Associates, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001454850 HealthCor Hybrid Offshore Master Fund, L.P. 152 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001454849 HealthCor Hybrid Offshore GP, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001409307 HealthCor Group, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001519462 HealthCor Partners Management LP 152 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001519463 HealthCor Partners Management GP, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001408660 HealthCor Partners Fund LP 152 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001519456 HealthCor Partners LP 152 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 1 0 1 0 Senior Secured Convertible Note due 2021 (PIK Interest) 1.25 2012-03-31 4 A 0 317047.00 0 A 2021-04-20 Common Stock 253638 10462552.00 I By HCP Fund Senior Secured Convertible Note due 2021 (PIK Interest) 1.25 2012-03-31 4 A 0 363604.00 0 A 2021-04-20 Common Stock 290883 11998917.00 I By Hybrid Fund Senior Secured Convertible Note due 2022 (PIK Interest) 1.25 2012-03-31 4 A 0 47988.00 0 A 2022-01-31 Common Stock 38390 2376988.00 I By HCP Fund Senior Secured Convertible Note due 2022 (PIK Interest) 1.25 2012-03-31 4 A 0 55034.00 0 A 2022-01-31 Common Stock 44027 2726034.00 I By Hybrid Fund On March 31, 2012, the Notes held by HCP Fund and Hybrid Fund accrued interest which is payable in kind ("PIK Interest") in the form of additional principal. The PIK Interest accrual represents the equivalent of 292,028 shares of Common Stock for HCP Fund (as defined below) and 334,910 shares of Common Stock for Hybrid Fund (as defined below) at the $1.25 conversion price. Immediately exercisable. HealthCor Partners Fund, L.P. ("HCP Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. HealthCor Partners L.P. serves as its general partner and HealthCor Partners GP, LLC ("HCPGP") serves as the general partner of HealthCor Partners L.P. HealthCor Partners Management, L.P. serves as the investment manager to HCP Fund and HealthCor Partners Management GP, LLC ("HCPMGP") serves as the general partner to Healthcor Partners Management, L.P. Jeffrey C. Lightcap, Arthur Cohen and Joseph Healey are managing members of HCPMGP and HCPGP. Each reporting person disclaims beneficial ownership of any securities that exceed their pecuniary interest in the securities held by these entities. Mr. Lightcap was appointed a director of the issuer effective April 21, 2011. Healthcor Hybrid Offshore Master Fund, L.P. ("Hybrid Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. HealthCor Hybrid Offshore GP, LLC ("Offshore GP") serves as its general partner and HealthCor Group, LLC ("Group") serves as the general partner of Offshore GP. HealthCor Management, L.P. serves as the investment manager to Hybrid Fund and HealthCor Associates, LLC ("Associates") serves as the general partner to HealthCor Management, L.P. Arthur Cohen and Joseph Healey are managing members of Associates and Group. Each reporting person disclaims beneficial ownership of any securities that exceed their pecuniary interest in the securities held by these entities. HealthCor Management, L.P. is the designated filer on behalf of the reporting persons listed on Exhibit 99.1, attached hereto. Due to the number of reporting persons, this is one of two Form 4's filed relating to the same securities. HealthCor Management, L.P., By: HealthCor Associates, LLC, its general partner, By: /s/ John H. Coghlin , General Counsel 2012-04-02 HealthCor Hybrid Offshore GP, LLC for itself and as general partner on behalf of HealthCor Hybrid Offshore Master Fund, L.P., By: HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin , General Counsel 2012-04-02 HealthCor Associates, LLC, By: /s/ John H. Coghlin, General Counsel 2012-04-02 HealthCor Group, LLC, By: /s/ John H. Coghlin, General Counsel 2012-04-02 HealthCor Partners Management, L.P., By: HealthCor Partners Management GP, LLC, its general partner, By: /s/ John H. Coghlin, General Counsel 2012-04-02 HealthCor Partners Management GP, LLC, By: /s/ John H. Coghlin, General Counsel 2012-04-02 HealthCor Partners L.P., for itself, and as general partner on behalf of Healthcor Partners Fund, L.P., By: HealthCor Partners GP, LLC, its general partner, By: /s/ John H. Coghlin, General Counsel 2012-04-02 EX-99 2 attach_1.htm

Exhibit 99.1



1.  HealthCor Management, L.P., 152 W. 57th Street, 43rd Floor, New York,

NY  10019;



2.  HealthCor Associates, LLC, 152 W. 57th Street, 43rd Floor, New York,

NY  10019;



3.  HealthCor Hybrid Offshore Master Fund, L.P., 152 W. 57th Street,

43rd Floor, New York, NY  10019;



4.  HealthCor Hybrid Offshore GP, LLC, 152 W. 57th Street, 43rd Floor,

New York, NY  10019;



5.  HealthCor Group, LLC, 152 W. 57th Street, 43rd Floor, New York,

NY  10019;



6.  HealthCor Partners Management, L.P., 152 W. 57th Street, 43rd Floor,

New York, NY  10019;



7.  HealthCor Partners Management GP, LLC, 152 W. 57th Street, 43rd Floor,

New York, NY  10019;



8.  HealthCor Partners Fund, L.P., 152 W. 57th Street, 43rd Floor, New York,

NY  10019;



9. HealthCor Partners, L.P., 152 W. 57th Street, 43rd Floor, New York,

NY  10019;



10. HealthCor Partners GP, LLC, 152 W. 57th Street, 43rd Floor, New York,

NY  10019;



11. Jeffrey C. Lightcap, 152 W. 57th Street, 43rd Floor, New York,

NY  10019;



12. Arthur Cohen, 152 W. 57th Street, 43rd Floor, New York,

NY  10019;



13. Joseph Healey, 152 W. 57th Street, 43rd Floor, New York,

NY  10019;