0001144204-17-018335.txt : 20170403 0001144204-17-018335.hdr.sgml : 20170403 20170403061007 ACCESSION NUMBER: 0001144204-17-018335 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170403 DATE AS OF CHANGE: 20170403 GROUP MEMBERS: ARTHUR COHEN GROUP MEMBERS: HEALTHCOR ASSOCIATES, LLC GROUP MEMBERS: HEALTHCOR GROUP, LLC GROUP MEMBERS: HEALTHCOR HYBRID OFFSHORE GP, LLC GROUP MEMBERS: HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P. GROUP MEMBERS: HEALTHCOR PARTNERS FUND, L.P. GROUP MEMBERS: HEALTHCOR PARTNERS GP, LLC GROUP MEMBERS: HEALTHCOR PARTNERS L.P. GROUP MEMBERS: HEALTHCOR PARTNERS MANAGEMENT GP, LLC GROUP MEMBERS: HEALTHCOR PARTNERS MANAGEMENT, L.P. GROUP MEMBERS: JEFFREY C. LIGHTCAP GROUP MEMBERS: JOSEPH HEALEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CareView Communications Inc CENTRAL INDEX KEY: 0001377149 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 954659068 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85677 FILM NUMBER: 17732201 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HealthCor Management, L.P. CENTRAL INDEX KEY: 0001343781 IRS NUMBER: 202893581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-622-7731 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 v463001_sc13da.htm SC 13D/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 20)

 

CareView Communications, Inc.

(Name of Issuer)

 

Common Stock, $.001 Par Value Per Share

(Title Class of Securities)

 

141743104

(CUSIP Number)

 

HealthCor Management, L.P.

Carnegie Hall Tower

152 West 57th Street, 43rd Floor

New York, New York 10019

Attention: Anabelle Perez Gray

(212) 622-7731

 

With a Copy to:

Eugene McDermott

Locke Lord LLP

2800 Financial Plaza

Providence, RI 02903

(401) 276-6471

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 31, 2017

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

(Page 1 of 20 Pages)

 

 

 

 

CUSIP NO. 141743104 13D Page 2 of 20

 

 

(1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see

the Notes).

 

 

 

 

CUSIP NO. 141743104 13D Page 3 of 20

 

(1) NAME OF REPORTING PERSON  
     
  HealthCor Management, L.P.  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  WC  
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  Delaware  

 

  (7) SOLE VOTING POWER  
      0
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY    

40,256,715

OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
     

40,256,715

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
   

40,256,715

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
    22.4%
     
(14) TYPE OF REPORTING PERSON  
    PN

 

 

 

 

CUSIP NO. 141743104 13D Page 4 of 20

 

(1) NAME OF REPORTING PERSON  
     
  HealthCor Associates, LLC  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  AF  
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  Delaware  

 

  (7) SOLE VOTING POWER  
      0
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY    

40,256,715

OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
     

40,256,715

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   

40,256,715

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    22.4%
     
(14) TYPE OF REPORTING PERSON  
    OO- limited liability company

 

 

 

 

CUSIP NO. 141743104 13D Page 5 of 20

 

(1) NAME OF REPORTING PERSON  
     
  HealthCor Hybrid Offshore Master Fund, L.P.  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  AF  
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  Cayman Islands  

 

  (7) SOLE VOTING POWER  
      0
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY    

40,256,715

OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
     

40,256,715

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
    40,256,715
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    22.4%
     
(14) TYPE OF REPORTING PERSON  
    PN

 

 

 

 

CUSIP NO. 141743104 13D Page 6 of 20

 

(1) NAME OF REPORTING PERSON  
     
  HealthCor Hybrid Offshore GP, LLC  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  AF  
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  Delaware  

 

  (7) SOLE VOTING POWER  
      0
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY     40,256,715
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      40,256,715

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
    40,256,715
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    22.4%
     
(14) TYPE OF REPORTING PERSON  
    OO-limited liability company

 

 

 

 

CUSIP NO. 141743104 13D Page 7 of 20

 

(1) NAME OF REPORTING PERSON  
     
  HealthCor Group, LLC  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  AF  
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  Delaware

 

  (7) SOLE VOTING POWER  
      0
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY     40,256,715
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      40,256,715

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
    40,256,715
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    22.4%
     
(14) TYPE OF REPORTING PERSON  
    OO-limited liability company

 

 

 

 

CUSIP NO. 141743104 13D Page 8 of 20

 

(1) NAME OF REPORTING PERSON  
     
  HealthCor Partners Management, L.P.  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  WC  
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  Delaware  

 

  (7) SOLE VOTING POWER  
      0
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY    

38,213,298

OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
     

38,213,298

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   

38,213,298

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    21.5%
     
(14) TYPE OF REPORTING PERSON  
    PN

 

 

 

 

CUSIP NO. 141743104 13D Page 9 of 20

 

(1) NAME OF REPORTING PERSON  
     
  HealthCor Partners Management GP, LLC  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  AF  
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  Delaware  

 

  (7) SOLE VOTING POWER  
      0
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY    

38,213,298

OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
     

38,213,298

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   

38,213,298

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    21.5%
     
(14) TYPE OF REPORTING PERSON  
    OO- limited liability company

 

 

 

 

CUSIP NO. 141743104 13D Page 10 of 20

 

(1) NAME OF REPORTING PERSON  
     
  HealthCor Partners Fund, L.P.  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  AF  
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  Delaware  

 

  (7) SOLE VOTING POWER  
      0
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY    

38,213,298

OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
     

38,213,298

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   

38,213,298

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    21.5%
     
(14) TYPE OF REPORTING PERSON  
    PN

 

 

 

 

CUSIP NO. 141743104 13D Page 11 of 20

 

(1) NAME OF REPORTING PERSON  
     
  HealthCor Partners L.P.  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  AF
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  Delaware  

 

  (7) SOLE VOTING POWER  
      0
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY    

38,213,298

OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
     

38,213,298

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   

38,213,298

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    21.5%
     
(14) TYPE OF REPORTING PERSON  
    PN

 

 

 

 

CUSIP NO. 141743104 13D Page 12 of 20

 

(1) NAME OF REPORTING PERSON  
     
  HealthCor Partners GP, LLC  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  AF  
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  Delaware  

 

  (7) SOLE VOTING POWER  
      0
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY    

38,213,298

OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
     

38,213,298

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   

38,213,298

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    21.5%
     
(14) TYPE OF REPORTING PERSON  
    OO- limited liability company

 

 

 

 

CUSIP NO. 141743104 13D Page 13 of 20

 

(1) NAME OF REPORTING PERSON  
     
  Jeffrey C. Lightcap  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  AF, PF  
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  United States

 

  (7) SOLE VOTING POWER  
      2,177,792
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY    

38,213,298

OWNED BY      
EACH (9)   SOLE DISPOSITIVE POWER  
REPORTING     2,177,792
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
     

38,213,298

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   

40,391,090

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    22.5%
     
(14) TYPE OF REPORTING PERSON  
    IN

 

 

 

 

CUSIP NO. 141743104 13D Page 14 of 20

 

(1) NAME OF REPORTING PERSON  
     
  Arthur Cohen  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  AF, PF  
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  United States  

 

  (7) SOLE VOTING POWER  
     

2,532,978

NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY    

78,470,013

OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING    

2,532,978

PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
     

78,470,013

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   

81,002,991

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    36.8%
     
(14) TYPE OF REPORTING PERSON  
    IN

 

 

 

 

CUSIP NO. 141743104 13D Page 15 of 20

 

(1) NAME OF REPORTING PERSON  
     
  Joseph Healey  
     
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
    (a)  x
    (b)  ¨
     
(3) SEC USE ONLY  
     
(4) SOURCE OF FUNDS  
  AF, PF  
     
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
     
(6) CITIZENSHIP OR PLACE OF ORGANIZATION  
  United States  

 

  (7) SOLE VOTING POWER  
     

1,866,679

NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY    

78,470,013

OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING    

1,866,679

PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
     

78,470,013

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   

80,336,692

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    36.6%
     
(14) TYPE OF REPORTING PERSON  
    IN

 

 

 

 

CUSIP NO. 141743104 13D Page 16 of 20

 

This Amendment No. 20 to Schedule 13D (the “Amendment”) amends and supplements the beneficial ownership statement on Schedule 13D originally filed with the Securities and Exchange Commission on May 2, 2011, as amended by Amendment No. 1 filed October 3, 2011, Amendment No. 2 filed January 3, 2012, Amendment No. 3 filed February 2, 2012, Amendment No. 4 filed October 2, 2012, Amendment No. 5 filed April 5, 2013, Amendment No. 6 filed October 2, 2013, Amendment No. 7 filed January 3, 2014, Amendment No. 8 filed January 21, 2014, Amendment No. 9 filed July 1, 2014, Amendment No. 10 filed January 6, 2015, Amendment No. 11 filed February 20, 2015, Amendment No. 12 filed April 12, 2015, Amendment No. 13 filed July 6, 2015, Amendment No. 14 filed October 2, 2015, Amendment No. 15 filed January 4, 2016, Amendment No. 16 filed April 6, 2016, Amendment No. 17 filed July 1, 2016, Amendment No. 18 filed October 3, 2016 and Amendment No. 19 filed January 3, 2017 (collectively, the “Original Statement”). The persons filing this Amendment are HealthCor Management, L.P., HealthCor Associates, LLC, HealthCor Hybrid Offshore Master Fund, L.P., HealthCor Hybrid Offshore GP, LLC, HealthCor Group, LLC, HealthCor Partners Management, L.P., HealthCor Partners Management GP, LLC, HealthCor Partners Fund, L.P., HealthCor Partners, L.P., HealthCor Partners GP, LLC, Jeffrey C. Lightcap, Joseph Healey and Arthur Cohen. The Original Statement, as amended by this Amendment (the “Statement”), relates to the shares of Common Stock of CareView Communications, Inc., par value $0.001 (the "Common Stock").

 

Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Original Statement. This Amendment amends the Original Statement as specifically set forth herein. Except as set forth below, all previous Items in the Original Statement remain unchanged.

 

The Amendment is being filed for the purpose of reflecting the interest payments paid in kind on the 2011 Notes, 2012 Notes, 2014 Notes and 2015 Notes on March 31, 2017.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a) Collectively, the Reporting Persons beneficially own an aggregate of 85,047,462 shares of Common Stock, representing (i) 7,772,171 shares of Common Stock that may be acquired upon conversion of the 2015 Notes (including interest paid in kind through March 31, 2017), (ii) 18,547,935 shares of Common Stock that may be acquired upon conversion of the 2014 Notes (including interest paid in kind through March  31, 2017), (iii) 7,525,621 shares of Common Stock that may be acquired upon conversion of the 2012 Notes (including interest paid in kind through March 31, 2017), (iv) 32,502,467 shares of Common Stock that may be acquired upon conversion of the 2011 Notes (including interest paid in kind through March 31, 2017), (v) 11,782,859 shares of Common Stock that may be acquired upon exercise of the 2011 Warrants, (vi) 4,000,000 shares of Common Stock that may be acquired upon exercise of the 2014 Warrants (vii) 1,916,409 shares of Common Stock that may be acquired upon exercise of the 2015 Warrants and (viii) 1,000,000 shares of Common Stock that may be acquired upon exercise of the Sixth Amendment Warrants (the 2011 Warrants, the 2014 Warrants, the 2015 Warrants and the Sixth Amendment Warrants together, the “Warrants”). This aggregate amount represents approximately 37.9% of the Issuer’s outstanding common stock, based upon 139,380,748 shares outstanding, as reported outstanding as of March 31, 2017 in the Issuer’s most recent Annual Report on Form 10-K, and gives effect to the conversion of all 2011 Notes, 2012 Notes, 2014 Notes and 2015 Notes held by the Reporting Persons into Common Stock and the exercise of all Warrants held by the Reporting Persons.

 

 

 

 

CUSIP NO. 141743104 13D Page 17 of 20

 

Of this amount:

 

(i) HCP Fund is the beneficial owner of (A) 2,495,747 shares of Common Stock underlying the current principal amount of the 2015 Note issued to it (including interest paid in kind through March 31, 2017), (B) 8,639,628 shares of Common Stock underlying the current principal amount of the 2014 Note issued to it (including interest paid in kind through March 31, 2017), (C) 3,505,434 shares of Common Stock underlying the current principal amount of the 2012 Note issued to it (including interest paid in kind through March 31, 2017), (D) 15,139,649 shares of Common Stock underlying the current principal amount of the 2011 Note issued to it (including interest paid in kind through March 31, 2017), (E) 465,800 shares of Common Stock that it has a right to acquire upon exercise of its Sixth Amendment Warrant, (F) 615,384 shares of Common Stock that it has a right to acquire upon exercise of its 2015 Warrant, (G) 1,863,200 shares of Common Stock that it has a right to acquire upon exercise of its 2014 Warrant and (H) 5,488,456 shares of Common Stock that it has a right to acquire upon exercise of its 2011 Warrant;

 

(ii) By virtue of their relationship to HCP Fund, described in more detail under Item 2 of this Statement, each of HealthCor Partners, L.P., HCPGP, HealthCor Partners Management, L.P., and HCPMGP may be deemed to share beneficial ownership with HCP Fund of the shares of Common Stock beneficially owned by the HCP Fund;

 

(iii) Hybrid Fund is the beneficial owner of (A) 9,908,307 shares of Common Stock underlying the current principal amount of the 2014 Note issued to it (including interest paid in kind through March 31, 2017), (B) 4,020,187 shares of Common Stock underlying the current principal amount of the 2012 Note issued to it (including interest paid in kind through March 31, 2017), (C) 17,362,818 shares of Common Stock underlying the current principal amount of the 2011 Note issued to it (including interest paid in kind through March 31, 2017), (D) 534,200 shares of Common Stock that it has a right to acquire upon exercise of its Sixth Amendment Warrant, (E) 2,136,800 shares of Common Stock that it has a right to acquire upon exercise of its 2014 Warrant and (F) 6,294,403 shares of Common Stock that it has a right to acquire upon exercise of its 2011 Warrant;

 

(iv) By virtue of their relationship to Hybrid Fund, described in more detail under Item 2 of this Statement, each of Offshore GP, Group, HealthCor Management, L.P., and Associates may be deemed to share beneficial ownership with Hybrid Fund of the shares of Common Stock beneficially owned by the Hybrid Fund;

 

(v) By virtue of his relationship to HCP Fund, Mr. Lightcap may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by HCP Fund. In addition, Mr. Lightcap is the beneficial owner, through a retirement account, of (A) 1,747,023 shares of Common Stock underlying the current principal amount of the 2015 Note purchased by him under the Fifth Amendment (including interest paid in kind through March 31, 2017) and (B) 430,769 shares of Common Stock that he has a right to acquire upon exercise of his 2015 Warrant;

 

(vi) By virtue of his relationship to HCP Fund and Hybrid Fund, Mr. Cohen may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by each of the Funds. In addition, Mr. Cohen is the beneficial owner of (A) 2,031,953 shares of Common Stock underlying the current principal amount of the 2015 Note purchased by him under the Fifth Amendment (including interest paid in kind through March 31, 2017) and (B) 501,025 shares of Common Stock that he has a right to acquire upon exercise of his 2015 Warrant; and

 

 

 

 

CUSIP NO. 141743104 13D Page 18 of 20

 

(vii) By virtue of his relationship to HCP Fund and Hybrid Fund, Mr. Healey may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by each of the Funds. In addition, Mr. Healey is the beneficial owner of (A) 1,497,448 shares of Common Stock underlying the current principal amount of the 2015 Note purchased by him under the Fifth Amendment (including interest paid in kind through March 31, 2017) and (B) 369,231 shares of Common Stock that he has a right to acquire upon exercise of his 2015 Warrant.

 

The filing of this Statement shall not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of Common Stock owned by the Funds or any other Reporting Person. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims such beneficial ownership.

 

(b) The information in Items 7 through 10 of each cover page to this Statement is incorporated by reference into this Item 5(b).

 

(c) On March 31, 2017, the Issuer paid in-kind interest on the 2011 Notes in the principal amounts of $461,575 and 529,354, on the 2012 Notes in the principal amounts of $116,565 and $133,682, and on the 2014 notes in the principal amounts of $104,723 and $120,101, in each case to HCP Fund and Hybrid Fund, respectively, and paid in-kind interest on the 2015 Notes in the principal amounts of $39,327, $27,529, $32,019 and $23,596 to HCP Fund, Mr. Lightcap, Mr. Cohen and Mr. Healey, respectively. Except as set forth in the previous sentence, the Reporting Persons have effected no transactions relating to the Common Stock during the past 60 days.

 

(d)-(e) Inapplicable.

 

 

 

 

CUSIP NO. 141743104 13D Page 19 of 20

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

April 3, 2017

 

  HEALTHCOR MANAGEMENT, L.P.
     
    By: HealthCor Associates, LLC, its general partner
     
    By: /s/ Anabelle Perez Gray
    Name: Anabelle Perez Gray
    Title: General Counsel
     
     
  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/ Anabelle Perez Gray
    Name:  Anabelle Perez Gray
    Title:  General Counsel
     
  HEALTHCOR ASSOCIATES, LLC
     
    By: /s/ Anabelle Perez Gray
    Name: Anabelle Perez Gray
    Title: General Counsel
     
     
  HEALTHCOR GROUP, LLC
     
    By: /s/ Anabelle Perez Gray
    Name: Anabelle Perez Gray
    Title: General Counsel
     
  HEALTHCOR PARTNERS MANAGEMENT, L.P.
     
    By: HealthCor Partners Management GP, LLC, its general partner
     
    By: /s/ Anabelle Perez Gray
    Name: Anabelle Perez Gray
    Title: General Counsel

 

 

 

 

CUSIP NO. 141743104 13D Page 20 of 20

 

  HEALTHCOR PARTNERS MANAGEMENT GP, LLC
     
    By: /s/ Anabelle Perez Gray
    Name: Anabelle Perez Gray
    Title: General Counsel
     
  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/ Anabelle Perez Gray
    Name:  Anabelle Perez Gray
    Title:  General Counsel
     
  HEALTHCOR PARTNERS GP, LLC
     
    By: /s/ Anabelle Perez Gray
    Name: Anabelle Perez Gray
    Title: General Counsel
     
     
  JEFFREY C. LIGHTCAP, Individually
     
    /s/ Jeffrey C. Lightcap
     
  JOSEPH HEALEY, Individually
     
    /s/ Joseph Healey
     
  ARTHUR COHEN, Individually
     
    /s/ Arthur Cohen