SEC FORM 4

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^*

WAXMAN ALBERT S

(Last)

(First)

(Middle)

C/O PSILOS GROUP MANAGERS, LLC

625 AVENUE OF THE AMERICAS, 4TH FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAREGUIDE INC [ CGDE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/29/2006		X		646,189	A	$0.0032	3,126,098	I	By Fund⁽¹⁾
Common Stock								28,968	I	By Fund through escrow⁽²⁾
Common Stock	11/29/2006		X		295,714	D	$0.00	3,262,763	I	By Fund⁽³⁾⁽⁴⁾
Common Stock								48,483	I	By Fund through escrow⁽⁵⁾
Common Stock	11/29/2006		X		4,866	D	$0.00	35,466	I	By Fund⁽⁶⁾⁽⁷⁾
Common Stock								798	I	By Fund through escrow⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrants (right to buy)	$0.0032	11/29/2006		X			646,189	11/17/2006	11/17/2014	Common Stock	646,189	$0.00	0	I	By Fund through escrow⁽⁹⁾
Call option equivalent (obligation to sell)	$0.00	11/29/2006		X			295,714	01/25/2006	11/17/2014	Common Stock	295,714	$0.00	0	I	By Fund through escrow⁽⁴⁾
Call option equivalent (obligation to sell)	$0.00	11/29/2006		X			4,866	01/25/2006	11/17/2014	Common Stock	4,866	$0.00	0	I	By Fund through escrow⁽⁷⁾
Call option equivalent (obligation to sell)	$0.00							01/25/2006	11/17/2014	Common Stock	48,483		48,483	I	By Fund through escrow⁽¹⁰⁾
Call option equivalent (obligation to sell)	$0.00							01/25/2006	11/17/2014	Common Stock	798		798	I	By Fund through escrow⁽¹¹⁾

Explanation of Responses:

1. Shares are owned of record by Psilos Group Partners II, L.P. Albert S. Waxman, one of the Issuer's directors, is a Manager of Psilos Group Investors II, L.L.C., the general partner of Psilos Group Partners II, L.P. and therefore may be deemed to benefically own the securities owned by Psilos Group Partners II, L.P. Dr. Waxman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. Shares are beneficially owned by Psilos Group Partners II, L.P. Represents shares held in escrow for the benefit of such stockholder. The number of shares to be released to Psilos Group Partners II, L.P. is contingent upon the occurrence of certain events as described in a letter agreement between such stockholder and the Issuer, which are outside the control of Psilos Group II, L.P. The reported number of shares represents the minimum number of shares issuable to Psilos Group Partners II, L.P. upon termination of the escrow arrangement and liquidation of the escrow account. Because the number of shares, if any, to be distributed pursuant to the letter agreement is not fixed, the additional shares that may be received under the letter agreement are not reportable. To the extent that the contingency on the number of shares to be distributed to Psilos Group Partners II, L.P. is removed, the Reporting Person will file a Form 4 reflecting the acquisition of such shares.

3. Shares are owned of record by Psilos Group Partners, L.P. Albert S. Waxman, one of the Issuer's directors, is a Manager of Psilos Group Investors, L.L.C., the general partner of Psilos Group Partners, L.P. and therefore may be deemed to beneficially own the securities owned by Psilos Group Partners, L.P. Mr. Waxman disclaims ownership of the reported securities except to the extent of his pecuniary interest therein.

4. The reported number of shares disposed of represented the maximum number of shares issuable to Psilos Group Partners, L.P. upon termination of the escrow arrangement and liquidation of the escrow account. These shares were subject to a call option which was exercised in full, and no additional consideration was received by Psilos Group Partners, L.P.

5. Shares are beneficially owned by Psilos Group Partners, L.P. Represents shares held in escrow for the benefit of Psilos Group Partners II, L.P. The number of shares to be released to Psilos Group Partners II, L.P. is contingent upon the occurrence of certain events as described in a letter agreement between the Issuer and Psilos Group Partners II, L.P. The reported number of shares represents the maximum number of shares issuable to Psilos Group Partners, 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 Psilos Group Partners II, L.P. as described in footnote (10).

6. Shares are owned of record by CCS/Psilos CCS, L.L.C. Albert S. Waxman, one of the Issuer's directors, is a Manager of Psilos Group Investors L.L.C., the manager of CCP/Psilos CCS, L.L.C. and therefore may be deemed to beneficially own the securities owned by CCS/Psilos CCS, L.L.C. Mr. Waxman disclaims ownership of the reported securities except to the extent of his pecuniary interest therein.

7. The reported number of shares disposed of represented the maximum number of shares issuable to CCS/Psilos CCS, L.L.C. upon termination of the escrow arrangement and liquidation of the escrow account. These shares were subject to a call option which was exercised in full, and no additional consideration was received by CCS/Psilos CCS, L.L.C.

8. Shares are beneficially owned by CCP/Psilos CCS, L.L.C. Represents shares held in escrow for the benefit of Psilos Group Partners II, L.P. The number of shares to be released to Psilos Group Partners II, L.P. is contingent upon the occurrence of certain events as described in a letter agreement between the Issuer and Psilos Group Partners II, L.P. The reported number of shares represents the maximum number of shares issuable to CCP/Psilos CCS, L.L.C. upon termination of the escrow arrangement and liquidation of the escrow account. These shares are subject to a call option in favor of Psilos Group Partners II, L.P. as described in footnote (11).

9. Warrant was exercised by Psilos Group Partners II, L.P. Albert S. Waxman, one of the Issuer's directors, is a Manager of Psilos Group Investors II, L.L.C., the general partner of Psilos Group Partners II, L.P. and therefore may be deemed to beneficially own the securities owned by Psilos Group Partners II, L.P. Mr. Waxman disclaims ownership of the reported securities except to the extent of his pecuniary interest therein.

10. Psilos Group Partners II, L.P. may, contingent upon the occurrence of certain events not in the control of Psilos Group Partners, L.P. or Psilos Group Partners II, L.P., acquire the entire amount of the stock held in escrow as described in footnote (5), including the shares reported by Psilos Group Partners, L.P. No additional consideration will be received by Psilos Group Partners, L.P. to the extent the call option on these shares is exercised by Psilos Group Partners II, L.P. To the extent that the shares held in escrow may not be distributed to Psilos Group Partners II, L.P., the Reporting Person will report the partial or full expiration of the call option for Psilos Group Partners, L.P. on Form 4.

11. Psilos Group Partners II, L.P. may, contingent upon the occurrence of certain events not in the control of CCP/Psilos CCS, L.L.C. or Psilos Group Partners II, L.P., acquire the entire amount of the stock held in escrow as described in footnote (8), including the shares reported by CCP/Psilos CCS, L.L.C. No additional consideration will be received by CCP/Psilos CCS, L.L.C. to the extent the call option on these shares is exercised by Psilos Group Partners II, L.P. To the extent that the shares held in escrow may not be distributed to Psilos Group Partners II, L.P., the Reporting Person will report the partial or full expiration of the call option for Psilos Group Partners, L.P.on Form 4.

Remarks:

	/s/ Brian F. Leaf, as attorney-in-fact	12/01/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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