SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Aequitas Management LLC (Last) (First) (Middle) 5300 MEADOWS ROAD, SUITE 400 (Street) LAKE OSWEGO OR 97035 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/04/2011	3. Issuer Name and Ticker or Trading Symbol CarePayment Technologies, Inc. [ CPYT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,200,000	I	By Aequitas CarePayment Founders Fund, LLC (1) (2)
Class A Common Stock	462,603	I	By Aequitas Catalyst Fund, LLC (1) (2)
Class A Common Stock	59,227	I	By Aequitas Capital Management, Inc. (1) (2)
Class A Common Stock	11,260	I	By Aequitas Commercial Finance, LLC (1) (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(3)	(3)	Class A Common Stock	7,910,092	(3)	I	By Aequitas Holdings, LLC (1) (2)
Series D Convertible Preferred Stock	(4)	(4)	Class A Common Stock	1,200,000	1	I	By Aequitas CarePayment Founders Fund, LLC (1) (2)

1. Name and Address of Reporting Person* Aequitas Management LLC (Last) (First) (Middle) 5300 MEADOWS ROAD, SUITE 400 (Street) LAKE OSWEGO OR 97035 (City) (State) (Zip)

1. Name and Address of Reporting Person* Aequitas CarePayment Founders Fund, LLC (Last) (First) (Middle) 5300 MEADOWS ROAD, SUITE 400 (Street) LAKE OSWEGO OR 97035 (City) (State) (Zip)

1. Name and Address of Reporting Person* Aequitas Catalyst Fund LLC (Last) (First) (Middle) 5300 MEADOWS ROAD, SUITE 400 (Street) LAKE OSWEGO OR 97035 (City) (State) (Zip)

1. Name and Address of Reporting Person* Aequitas Holdings, LLC (Last) (First) (Middle) 5300 MEADOWS ROAD, SUITE 400 (Street) LAKE OSWEGO OR 97035 (City) (State) (Zip)

1. Name and Address of Reporting Person* Aequitas Capital Management Inc. (Last) (First) (Middle) 5300 MEADOWS ROAD, SUITE 400 (Street) LAKE OSWEGO OR 97035 (City) (State) (Zip)

1. Name and Address of Reporting Person* Aequitas Commercial Finance, LLC (Last) (First) (Middle) 5300 MEADOWS ROAD, SUITE 400 (Street) LAKE OSWEGO OR 97035 (City) (State) (Zip)

Explanation of Responses:

1. The voting and investment decisions with respect to the reported securities 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"), and Aequitas Holdings, LLC ("Aequitas Holdings") are directly determined by each entity's, or its manager's, Public Securities Investment Committee ("PSIC"). 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.

2. 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 and Catalyst Fund. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests, if any, therein.

3. As of the date of this Form 3, the Class B Common Stock is convertible into shares of Class A Common Stock at any time at the option of the holder on a one-to-one basis (subject to adjustment) and has no expiration date.

4. As of the date of this Form 3, the Series D Convertible Preferred Stock is convertible into shares of Class A Common Stock at any time at the option of the holder and has no expiration date. The Series D Convertible Preferred Stock will automatically convert into shares of Class A Common Stock upon the affirmative vote of the holders of at least two thirds (2/3) of the outstanding shares of Series D Convertible Preferred Stock.

	/s/ Andrew S. Craig, General Counsel	10/04/2011
	/s/ Andrew S. Craig, General Counsel	10/04/2011
	/s/ Andrew S. Craig, General Counsel	10/04/2011
	/s/ Andrew S. Craig, General Counsel	10/04/2011
	/s/ Andrew S. Craig, General Counsel	10/04/2011
	/s/ Andrew S. Craig, General Counsel	10/04/2011
	** Signature of Reporting Person	Date
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