0000908662-14-000219.txt : 20140701 0000908662-14-000219.hdr.sgml : 20140701 20140701160251 ACCESSION NUMBER: 0000908662-14-000219 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140630 FILED AS OF DATE: 20140701 DATE AS OF CHANGE: 20140701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CareView Communications Inc CENTRAL INDEX KEY: 0001377149 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 954659068 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: Healey Joseph Patrick CENTRAL INDEX KEY: 0001343779 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 14952615 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohen Arthur Bruce CENTRAL INDEX KEY: 0001343780 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 14952616 MAIL ADDRESS: STREET 1: 12 SOUTH MAIN STREET STREET 2: SUITE #203 CITY: NORWALK STATE: CT ZIP: 06854 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lightcap Jeffrey C CENTRAL INDEX KEY: 0001519465 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 14952617 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 GP, LLC CENTRAL INDEX KEY: 0001519460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54090 FILM NUMBER: 14952618 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 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: 14952619 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 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-06-30 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 0001519460 HealthCor Partners GP, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001519465 Lightcap Jeffrey C 152 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001343780 Cohen Arthur Bruce 12 SOUTH MAIN STREET SUITE #203 NORWALK CT 06854 1 0 1 0 0001343779 Healey Joseph Patrick 152 W. 57TH STREET, 43RD FLOOR NEW YORK NY 10019 1 0 1 0 Senior Secured Convertible Note due 2021 (PIK Interest) 1.25 2014-06-30 4 A 0 418215.00 0 A 2021-04-20 Common Stock 334572 13801087.00 I By HCP Fund Senior Secured Convertible Note due 2021 (PIK Interest) 1.25 2014-06-30 4 A 0 479627.00 0 A 2021-04-20 Common Stock 383702 15827696.00 I By Hybrid Fund Senior Secured Convertible Note due 2022 (PIK Interest) 1.25 2014-06-30 4 A 0 95014.00 0 A 2022-01-31 Common Stock 76011 3135469.00 I By HCP Fund Senior Secured Convertible Note due 2022 (PIK Interest) 1.25 2014-06-30 4 A 0 108967.00 0 A 2022-01-31 Common Stock 87173 3595894.00 I By Hybrid Fund Senior Secured Convertible Note due 2024 (PIK Interest) .40 2014-06-30 4 A 0 74651.00 0 A 2024-01-15 Common Stock 186628 2463494.00 I By HCP Fund Senior Secured Convertible Note due 2024 (PIK Interest) .40 2014-06-30 4 A 0 85613.00 0 A 2024-01-15 Common Stock 214034 2825243.00 I By Hybrid Fund On June 30, 2014, 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 597,211 shares of Common Stock for HCP Fund (as defined below) and 684,908 shares of Common Stock for Hybrid Fund (as defined below) at the applicable conversion prices. 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 in connection with the initial investment. 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/ Anabelle P. Gray , General Counsel 2014-06-30 HealthCor Partners GP, LLC, By: /s/ Anabelle P. Gray, General Counsel 2014-06-30 /s/ Anabelle P. Gray as attorney-in-fact for Jeffrey C. Lightcap 2014-06-30 /s/ Anabelle P. Gray as attorney-in-fact for Arthur Cohen 2014-06-30 /s/ Anabelle P. Gray as attorney-in-fact for Joseph Healey 2014-06-30 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, 12 South Main Street, Suite 203, Norwalk, CT  06854



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

NY  10019;