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 OR 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)
02/03/2012
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)
Code V Amount (A) or (D) Price
Class A Common Stock 02/03/2012 P 50,000 A $0.8 109,227 I By Aequitas Capital Management, Inc. (1) (2)
Class A Common Stock 04/30/2012 P (3) 2,000,000 A $1 2,011,260 I By Aequitas Commercial Finance, LLC (1) (2)
Class A Common Stock 09/11/2012 J (4) 1,132,398 D $0 67,602 I By Aequitas CarePayment Founders Fund, LLC (1) (2)
Class A Common Stock 09/11/2012 J (4) 547,514 A $0 2,558,774 I By Aequitas Commercial Finance, LLC (1) (2)
Class A Common Stock 09/11/2012 J (4) 96 A $0 96 I By Aequitas Investment Management, LLC (1) (2)
Class A Common Stock 11/14/2012 P 23,590 A $1 2,582,364 I By Aequitas Commercial Finance, LLC (1) (2)
Class A Common Stock 12/27/2012 P 23,590 A $1 2,605,954 I By Aequitas Commercial Finance, LLC (1) (2)
Class A Common Stock 12/27/2012 P 33,969 A $1 2,639,923 I By Aequitas Commercial Finance, LLC (1) (2)
Class A Common Stock 12/27/2012 P 47,179 A $1 2,687,102 I By Aequitas Commercial Finance, LLC (1) (2)
Class A Common Stock 12/27/2012 P 23,590 A $1 2,710,692 I By Aequitas Commercial Finance, LLC (1) (2)
Class A Common Stock 12/27/2012 P 23,590 A $1 2,734,282 I By Aequitas Commercial Finance, LLC (1) (2)
Class A Common Stock 12/31/2012 C (5) 676,020 A $0 743,622 I By Aequitas CarePayment Founders Fund, LLC (1) (2)
Class A Common Stock 12/31/2012 C (5) 7,230,220 A $0 9,964,502 I By Aequitas Commercial Finance, LLC (1) (2)
Class A Common Stock 12/31/2012 C (5) 960 A $0 1,056 I By Aequitas Investment Management, LLC (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock (6) 06/30/2012 J (7) 1,132,398 (6) (6) Class A Common Stock 1,132,398 $0 67,602 I By Aequitas CarePayment Founders Fund, LLC (1) (2)
Series D Convertible Preferred Stock (6) 06/30/2012 J (7) 547,514 (6) (6) Class A Common Stock 547,514 $0 547,514 I By Aequitas Commercial Finance, LLC (1) (2)
Series D Convertible Preferred Stock (6) 06/30/2012 J (7) 96 (6) (6) Class A Common Stock 96 $0 96 I By Aequitas Investement Management, LLC (1) (2)
Series D Convertible Preferred Stock (6) 11/14/2012 P 23,590 (6) (6) Class A Common Stock 23,590 $10.94 571,104 I By Aequitas Commercial Finance, LLC (1) (2)
Series D Convertible Preferred Stock (6) 12/27/2012 P 23,590 (6) (6) Class A Common Stock 23,590 $10.8 594,694 I By Aequitas Commercial Finance, LLC (1) (2)
Series D Convertible Preferred Stock (6) 12/27/2012 P 23,590 (6) (6) Class A Common Stock 23,590 $10.73 618,284 I By Aequitas Commercial Finance, LLC (1) (2)
Series D Convertible Preferred Stock (6) 12/27/2012 P 33,969 (6) (6) Class A Common Stock 33,969 $10.96 652,253 I By Aequitas Commercial Finance, LLC (1) (2)
Series D Convertible Preferred Stock (6) 12/27/2012 P 47,179 (6) (6) Class A Common Stock 47,179 $10.96 699,432 I By Aequitas Commercial Finance, LLC (1) (2)
Series D Convertible Preferred Stock (6) 12/27/2012 P 23,590 (6) (6) Class A Common Stock 23,590 $10.76 723,022 I By Aequitas Commercial Finance, LLC (1) (2)
Series D Convertible Preferred Stock (6) 12/31/2012 C (5) 67,602 (6) (6) Class A Common Stock 676,020 $0 0 I By Aequitas CarePayment Founders Fund, LLC (1) (2)
Series D Convertible Preferred Stock (6) 12/31/2012 C (5) 723,022 (6) (6) Class A Common Stock 7,230,220 $0 0 I By Aequitas Commercial Finance, LLC (1) (2)
Series D Convertible Preferred Stock (6) 12/31/2012 C (5) 96 (6) (6) Class A Common Stock 960 $0 0 I By Aequitas Investment Management, 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 OSWAGO 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 97305

(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 97305

(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 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"). 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. (Continued at Footnote 2)
2. (Continued from Footnote 1) 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 April 30, 2012, the Company issued 2,000,000 shares of Class A Common Stock to ACF, in connection with the conversion to Class A Common Stock of $2,000,000 of unpaid principal balance owed by the Company to ACF on a business loan.
4. On September 11, 2012, Founders Fund transferred 1,132,398 shares of Class A Common Stock to its members, including 547,514 shares to ACF and 96 shares to AIM, in connection with the dissolution and winding up of Founders Fund. 67,602 shares of Class A Common Stock were held in Founders Fund following the transfers in order to cover outstanding expenses incurred in dissolution.
5. On December 31, 2012, 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.
6. As of the date of this Form 4, 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 had no expiration date. However, the Series D Convertible Preferred Stock are subject to mandatory redemption by the Company during January 2013 out of legally available funds. The Series D Convertible Preferred Stock are 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.
7. On June 30, 2012, Founders Fund transferred 1,132,398 shares of Series D Convertible Preferred Stock to its members, including 547,514 shares to ACF and 96 shares to AIM in connection with the dissolution and winding up of Founders Fund. 67,602 shares of Series D Convertible Preferred Stock were held in Founders Fund following the transfers in order to cover outstanding expenses incurred in dissolution.
/s/ Andrew S. Craig, Secretary, on behalf of Aequitas Management LLC 01/03/2013
/s/ Andrew S. Craig, Secretary, on behalf of Aequitas CarePayment Founders Fund, LLC 01/03/2013
/s/ Andrew S. Craig, Secretary, on behalf of Aequitas Catalyst Fund LLC 01/03/2013
/s/ Andrew S. Craig, Secretary, on behalf of Aequitas Holdings, LLC 01/03/2013
/s/ Andrew S. Craig, Secretary, on behalf of Aequitas Capital Management, Inc. 01/03/2013
/s/ Andrew S. Craig, Secretary, on behalf of Aequitas Commercial Finance, LLC 01/03/2013
** Signature of Reporting Person Date
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