X0202 4 2006-11-27 0 0001017813 CAREGUIDE INC CGDE 0001321250 Pacala Mark L C/O ESSEX WOODLANDS HEALTH VENTURES 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS TX 77380 1 0 1 0 0001120812 ESSEX WOODLANDS HEALTH VENTURES FUND V LP C/O ESSEX WOODLANDS HEALTH VENTURES 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS TX 77380 0 0 1 0 0001110080 ESSEX WOODLANDS HEALTH VENTURES FUND IV L P C/O ESSEX WOODLANDS HEALTH VENTURES 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS TX 77380 0 0 1 0 Common Stock 2006-11-27 4 X 0 1431072 0.0032 A 12290959 I By Fund Common Stock 122387 I By Fund through escrow Common Stock 2006-11-27 4 X 0 262449 0.00 D 3433901 I By Fund Common Stock 43029 I By Fund through escrow Common Stock Warrants (right to buy) 0.0032 2006-11-27 4 X 0 1431072 0.00 D 2006-11-17 2014-11-17 Common Stock 1431072 0 I By Fund through escrow Call option equivalent (obligation to sell) 0.00 2006-11-27 4 X 0 262449 0.00 D 2006-01-25 2014-11-17 Common Stock 262449 0 I By Fund through escrow Call option equivalent (obligation to sell) 0.00 2006-01-25 2007-07-25 Common Stock 122387 122387 I By Fund through escrow Call option equivalent (obligation to sell) 0.00 2006-01-25 2007-07-25 Common Stock 43029 43029 I By Fund through escrow Shares are owned of record by Essex Woodlands Health Ventures Fund V, L.P. Mark L. Pacala, one of Issuer's directors, is a manager of Essex Woodlands Health Ventures V, L.L.C, the general partner of Essex Woodlands Health Ventures Fund V, L.P., and therefore may be deemed to beneficially own the securities owned by Essex Woodlands Health Venture Fund V, L.P. Mr. Pacala disclaims beneficial ownership of the reported securities herein except to the extent of his pecuniary interest therein. Shares are beneficially owned by Essex Woodlands Health Ventures Fund V, L.P. Represents shares held in escrow for the benefit of another stockholder of the Issuer. The number of shares to be released to the other stockholder is contingent upon the occurrence of certain events as described in a letter agreement between the Issuer and the other stockholder. The reported number of shares represents the maximum number of shares issuable to Essex Woodlands Health Ventures Fund V, L.P. upon termination of the escrow arrangement and liquidation of the escrow account. These shares are subject to a call option in favor of the other stockholder as described in footnote (7). Shares are owned of record by Essex Woodlands Health Ventures Fund IV, L.P. Mark L. Pacala, one of the Issuer's directors, is a Manager of Essex Woodlands Health Ventures IV, L.L.C., the general partner of Essex Woodlands Health Ventures Fund IV, L.P. and therefore may be deemed to beneficially own the securities owned by Essex Woodlands Health Ventures Fund IV, L.P. Mr. Pacala disclaims ownership of the reported securities except to the extent of his pecuniary interest therein. Number of shares disposed of represented the maximum number of shares issuable to Essex Woodlands Health Ventures Fund IV, L.P. upon termination of an escrow arrangement and liquidation of the escrow. These shares were subject to a call option which was exercised in full, and no additional consideration was received by Essex Woodlands Health Ventures Fund IV, L.P. Shares are beneficially owned by Essex Woodlands Health Ventures Fund IV, L.P. Represents shares held in escrow for the benefit of another stockholder of the Issuer. The number of shares to be released to the other stockholder is contingent upon the occurrence of certain events as described in a letter agreement between the Issuer and the other stockholder. The reported number of shares represents the maximum number of shares issuable to Essex Woodlands Health Ventures Fund IV, L.P. upon termination of the escrow arrangement and liquidation of the escrow account. These shares are subject to a call option in favor of the other stockholder as described in footnote (8). Warrant was exercised by Essex Woodlands Health Ventures Fund V, L.P. Mark L. Pacala, one of the Issuer's directors, is a manager of Essex Woodlands Health Ventures V, L.L.C., the general partner of Essex Woodlands Health Ventures Fund V, L.P., and therefore may be deemed to beneficially own the securities owned by Essex Woodlands Health Ventures Fund V, L.P. Mr. Pacala disclaims beneficial ownership of the reported securities herein except to the extent of his pecuniary interest therein. Another stockholder of the Issuer may, contingent upon the occurrence of certain events not in the control of Essex Woodlands Health Ventures Fund V, L.P. or the other stockholder, acquire the entire amount of the stock held in escrow as described in footnote (2), including the shares reported by Essex Woodlands Health Ventures Fund V, L.P. No additional consideration will be received by Essex Woodlands Health Ventures Fund V, L.P. to the extent the call option on these shares is exercised by the other stockholder. To the extent that the shares held in escrow may not be distributed to the other stockholder, Essex Woodlands Health Ventures Fund IV, L.P. will report the partial or full expiration of the call option on Form 4. Another stockholder of the Issuer may, contingent upon the occurrence of certain events not in the control of Essex Woodlands Health Ventures Fund IV, L.P. or the other stockholder, acquire the entire amount of the stock held in escrow as described in footnote (5), including the shares reported by Essex Woodlands Health Ventures Fund IV, L.P. No additional consideration will be received by Essex Woodlands Health Ventures Fund IV, L.P. to the extent the call option on these shares is exercised by the other stockholder. To the extent that the shares held in escrow may not be distributed to the other stockholder, Essex Woodlands Health Ventures Fund IV, L.P. will report the partial or full expiration of the call option on Form 4. /s/ Brian F. Leaf, as attorney-in-fact for Mark Pacala 2006-11-29 By: Essex Woodlands Health Ventures V, L.L.C., its General Partner, by /s/ Mark Pacala, Manager 2006-11-27 By: Essex Woodlands Health Ventures IV, L.L.C., its General Partner, by /s/ Mark Pacala, Manager 2006-11-27