0001144204-12-000144.txt : 20120103 0001144204-12-000144.hdr.sgml : 20120102 20120103160209 ACCESSION NUMBER: 0001144204-12-000144 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120103 DATE AS OF CHANGE: 20120103 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: 000000000 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85677 FILM NUMBER: 12502004 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: 212-622-7871 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 v244251_sc13da.htm AMENDMENT TO SCHEDULE 13D Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
 
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, 47th Floor
New York, New York 10019
Attention: Mr. John H. Coghlin
(212) 622-7871

With a Copy to:
Eugene McDermott
Edwards Wildman Palmer LLP
2800 Financial Plaza
Providence, RI  02903
(401) 276-6471
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2011
(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. o

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)
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 2 of 19
 
(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 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
HealthCor Management, L.P.
 
20-2893581
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
15,602,653
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
15,602,653
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
15,602,653
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
10.67%
(14)
TYPE OF REPORTING PERSON
 
   
PN
 
 
 
 

CUSIP NO. 141743104
13D
Page 4 of 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
HealthCor Associates, LLC
 
20-2891849
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
15,602,653
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
15,602,653
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
15,602,653
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
10.67%
(14)
TYPE OF REPORTING PERSON
  
   
OO- limited liability company
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 5 of 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
HealthCor Hybrid Offshore Master Fund, L.P.
 
N/A
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
15,602,653
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
15,602,653
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
15,602,653
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
10.67%
(14)
TYPE OF REPORTING PERSON
  
   
PN
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 6 of 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
HealthCor Hybrid Offshore GP, LLC
 
N/A
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
15,602,653
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
15,602,653
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
15,602,653
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
10.67%
(14)
TYPE OF REPORTING PERSON
  
   
OO- limited company
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 7 of 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
HealthCor Group, LLC
 
51-0551771
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
15,602,653
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
15,602,653
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
15,602,653
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
10.67%
(14)
TYPE OF REPORTING PERSON
  
   
OO- limited liability company
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 8 of 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
HealthCor Partners Management, L.P.
 
26-0350633
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
13,604,860
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
13,604,860
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
13,604,860
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
9.43%
(14)
TYPE OF REPORTING PERSON
  
   
PN
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 9 of 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
HealthCor Partners Management GP, LLC
 
26-0350785
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
13,604,860
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
13,604,860
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
13,604,860
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
9.43%
(14)
TYPE OF REPORTING PERSON
  
   
OO- limited liability company
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 10 of 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
HealthCor Partners Fund, L.P.
 
26-0350826
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
13,604,860
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
13,604,860
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
13,604,860
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
9.43%
(14)
TYPE OF REPORTING PERSON
  
   
PN
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 11 of 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
HealthCor Partners L.P.
 
26-0350747
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
13,604,860
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
13,604,860
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
13,604,860
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
9.43%
(14)
TYPE OF REPORTING PERSON
  
   
PN
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 12 of 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
HealthCor Partners GP, LLC
 
26-0350705
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
13,604,860
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
13,604,860
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
13,604,860
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
9.43%
(14)
TYPE OF REPORTING PERSON
  
   
OO- limited liability company
 
 
 
 
CUSIP NO. 141743104
13D
Page 13 of 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
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
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
13,604,860
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
13,604,860
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
13,604,860
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
9.43%
(14)
TYPE OF REPORTING PERSON
  
   
IN
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 14 of 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
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
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
29,207,513
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
29,207,513
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
29,207,513
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
18.27%
(14)
TYPE OF REPORTING PERSON
  
   
IN
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 15 of 19
   
(1)
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
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
(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
NUMBER OF
(7)   SOLE VOTING POWER
    
SHARES
  
0
  
BENEFICIALLY
(8)   SHARED VOTING POWER
    
OWNED BY
  
29,207,513
  
EACH
(9)   SOLE DISPOSITIVE POWER
    
REPORTING
  
0
  
PERSON WITH
(10) SHARED DISPOSITIVE POWER
    
   
29,207,513
  
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
29,207,513
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
¨     
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
18.27%
(14)
TYPE OF REPORTING PERSON
  
   
IN
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 16 of 19
 
This Amendment No. 2 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 (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 (i) the acquisition of beneficial ownership of an aggregate of 528,019 shares of Common Stock underlying accrued interest on the Notes and (ii) the Amendment Agreement described under Item 6 below.

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 29,207,513 shares of Common Stock, representing 17,424,654 shares of Common Stock that may be acquired upon conversion of the Notes (including interest paid in kind on December 31, 2011), and 11,782,859 shares of Common Stock that may be acquired upon exercise of the Warrants.  This aggregate amount represents approximately 18.27% of the Issuer’s outstanding common stock, based upon 130,645,741 shares outstanding, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q filed on November 14, 2011, and gives effect to the conversion of all Notes into Common Stock and the exercise of all Warrants held by the Reporting Persons.
 
Of this amount:

(i) HCP Fund is the beneficial owner of 8,116,404 shares of Common Stock underlying the current principal amount of the Note issued to it (including interest paid in kind on December 31, 2011), and 5,488,456 shares of Common Stock that it has a right to acquire upon exercise of its 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., HCPMGP and Mr. Lightcap 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 9,308,250 shares of Common Stock underlying the current principal amount of the Note issued to it (including interest paid in kind on December 31, 2011), and 6,294,403 shares of Common Stock that it has a right to acquire upon exercise of its 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; and
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 17 of 19
 
(v) By virtue of their relationship to HCP Fund and Hybrid Fund, each of Messrs. Cohen and Healey may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by each of the Funds.
 
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.  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)           Except for the information set forth in Item 6, which is incorporated by reference into this Item 5(c), the Reporting Persons have effected no transactions relating to the Common Stock during the past 60 days.

(d)-(e)     Inapplicable.

Item 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended and supplemented as follows:

On December 20, 2011, the Issuer and the Funds executed a Note and Warrant Amendment Agreement which amended the terms of the Purchase Agreement, the Notes and the Warrants in order to remove terms that provided for certain automatic adjustments to the conversion price of the Notes or the exercise price of the Warrants in the event of future issuances by the Issuer of Common Stock or convertible securities at a price per share less than the conversion price of the Notes or the exercise price of the Warrants, respectively (the “Amendment Agreement”).  Such an issuance of Common Stock by the Issuer at prices below the conversion price of the Notes or the exercise price of the Warrants will be subject to the prior written consent of the Funds, which may be granted or withheld in the Funds’ discretion.

Item 6 of the Original Statement is hereby amended to delete the last two sentences of the fifth paragraph under “Senior Secured Convertible Notes”, and the last two sentences under “Warrants”, which described the price-based adjustment provisions under the terms of the Notes and the Warrants prior to the Amendment Agreement.

On December 31, 2011, the Notes held by HCP Fund and Hybrid Fund accrued interest which is payable in kind (“PIK Interest”).  The PIK Interest accrual represents the equivalent of 245,952 shares of Common Stock for HCP Fund and 282,068 shares of Common Stock for Hybrid Fund.
 

Item 7.  MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby supplemented as follows:

 
Exhibit No.
Description
   
9
Note and Warrant Amendment Agreement dated December 20, 2011, between and among the Issuer, HealthCor Partners Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P.
 
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 18 of 19
 
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.
 
January 3, 2012
 
 
HEALTHCOR MANAGEMENT, L.P.
     
   
By: HealthCor Associates, LLC, its general partner
     
   
By: /s/ John H. Coghlin
  
   
Name: John H. Coghlin
   
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/ John H. Coghlin
  
   
Name:  John H. Coghlin
   
Title:  General Counsel
     
 
HEALTHCOR ASSOCIATES, LLC
     
   
By: /s/ John H. Coghlin
  
   
Name: John H. Coghlin
   
Title: General Counsel
     
 
HEALTHCOR GROUP, LLC
     
   
By: /s/ John H. Coghlin
  
   
Name: John H. Coghlin
   
Title: General Counsel
     
 
HEALTHCOR PARTNERS MANAGEMENT, L.P.
     
   
By: HealthCor Partners Management GP, LLC, its general partner
     
   
By: /s/ John H. Coghlin
  
   
Name: John H. Coghlin
   
Title: General Counsel
 
 
 
 
 
CUSIP NO. 141743104
13D
Page 19 of 19
 
 
HEALTHCOR PARTNERS MANAGEMENT GP, LLC
     
   
By: /s/ John H. Coghlin
  
   
Name: John H. Coghlin
   
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/ John H. Coghlin
  
   
Name:  John H. Coghlin
   
Title:  General Counsel
     
 
HEALTHCOR PARTNERS GP, LLC
     
   
By: /s/ John H. Coghlin
  
   
Name: John H. Coghlin
   
Title: General Counsel
     
 
JEFFREY C. LIGHTCAP, Individually
     
   
/s/ Jeffrey C. Lightcap
  
     
 
JOSEPH HEALEY, Individually
     
   
/s/ Joseph Healey
  
     
 
ARTHUR COHEN, Individually
     
   
/s/ Arthur Cohen
  
 
 
 
 
 
 EX-9 2 v244251_ex9.htm NOTE AND WARRANT AMENDMENT AGREEMENT Unassociated Document
Exhibit 9
NOTE AND WARRANT AMENDMENT AGREEMENT

This Note and Warrant Amendment Agreement (the “Agreement”) is entered into as of December 20, 2011, by and among CareView Communications, Inc., a Nevada corporation (the “Company”), HealthCor Partners Fund, L.P. (“HealthCor Partners”) and HealthCor Hybrid Offshore Master Fund, L.P. (“HealthCor Hybrid” and, together with HealthCor Partners, the “Investors”).

WHEREAS, the Company and the Investors previously entered into that certain Note and Warrant Purchase Agreement, dated as of April 21, 2011 (the “Issue Date”), by and among the Company and the Investors (the “Purchase Agreement”), in connection with (a) that certain Senior Secured Convertible Note issued by the Company to HealthCor Partners as of the Issue Date in the original principal amount of $9,316,000 (the “HealthCor Partners Note”), (b) that certain Senior Secured Convertible Note issued by the Company to HealthCor Hybrid as of the Issue Date in the original principal amount of $10,684,000 (the “HealthCor Hybrid Note” and together with the HealthCor Partners Note, the “HealthCor Notes”), (c) that certain Warrant to Purchase Common Stock issued by the Company to HealthCor Partners as of the Issue Date, representing the right to purchase up to 5,488,456 shares of the Company’s Common Stock (as defined therein) (the “HealthCor Partners Warrant”), and (d) that certain Warrant to Purchase Common Stock issued by the Company to HealthCor Hybrid as of the Issue Date, representing the right to purchase up to 6,294,403 shares of the Company’s Common Stock (the “HealthCor Hybrid Warrant” and together with the HealthCor Partners Warrant, the “HealthCor Warrants”); and

WHEREAS, the Company and the Investors desire to amend the Purchase Agreement, pursuant to Section 7.9 thereof, in order to modify the Investors’ right to restrict certain equity issuances as set forth therein; and
 
WHEREAS, the Company and the Investors desire to amend the HealthCor Notes and the HealthCor Warrants, pursuant to Section 11 of the HealthCor Notes and Section 21 of the HealthCor Warrants, in order to eliminate certain antidilution provisions contained therein;
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:
 
1.           Amendment to Purchase Agreement.
 
1.1           Section 6.12 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
 
“Equity Issuance.  The Company shall not issue any capital stock or debt or equity securities exercisable for or convertible into capital stock without the Investors’ prior written consent, which consent shall not be unreasonably withheld; provided, that in the event the Company issues shares of capital stock for a consideration per share that is less than the Trigger Price (as defined below), or issues Options or Convertible Securities with an effective exercise or conversion price per share of underlying Common Stock that is less than the Trigger Price, such consent may be granted or withheld in the Investors’ sole discretion; and provided, further, that the Company shall be permitted to issue, without requiring any such consent, (a) shares of Common Stock, Options or Convertible Securities to employees, directors, consultants and advisors of the Company or any of its Subsidiaries pursuant to incentive equity arrangements that are approved by the compensation committee of the Board of Directors, if any, or the Board of Directors; (b) shares of Common Stock to holders of Options or Convertible Securities that are outstanding on the Closing Date, upon the exercise or conversion of such Options or Convertible Securities, upon the terms of such securities existing on the date of this Agreement; and (c) shares of Common Stock in connection with any stock dividend, stock split, stock combination or other distribution or recapitalization on shares of Common Stock that is covered by Section 6(b) or 6(c) of the Notes and Section 8(a) of the Warrants (a “Capital Event”).

 
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For the avoidance of doubt, the consideration paid in connection with the issuance of any capital stock, or the consideration paid or payable in connection with the issuance, conversion or exercise of any Options or Convertible Securities, shall, insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issuance, as determined in good faith by the Board of Directors of the Company.  The effective exercise or conversion price per share paid or payable in connection with any Options or Convertible Securities shall be calculated by dividing (i) the total amount, if any, received by the Company as consideration for the issuance of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by (ii) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.  As used herein, the “Trigger Price” shall mean $1.40 per share, as adjusted to reflect the effects of any Capital Event upon the Company’s outstanding capital stock.”

1.2           All other terms of the Purchase Agreement shall remain unchanged.  As modified hereby, the Purchase Agreement shall remain in full force and effect and is in all respects hereby ratified and affirmed.
 
2.           Amendment to HealthCor Notes.
 
2.1           Section (6)(d) of the HealthCor Partners Note is hereby deleted and replaced in its entirety with the following:
 
“[Intentionally Omitted.]”

2.2           Section (23)(a) of the HealthCor Partners Note is hereby deleted and replaced in its entirety with the following:
 

 
2
 

“[Intentionally Omitted.]”

2.3           Section (6)(d) of the HealthCor Hybrid Note is hereby deleted and replaced in its entirety with the following:
 
“[Intentionally Omitted.]”

2.4           Section (23)(a) of the HealthCor Hybrid Note is hereby deleted and replaced in its entirety with the following:
 
“[Intentionally Omitted.]”

2.5           All other terms of the HealthCor Notes shall remain unchanged.  As modified hereby, the HealthCor Notes shall remain in full force and effect and are in all respects hereby ratified and affirmed.
 
3.           Amendment to HealthCor Warrants.
 
3.1           Section 8(f) of the HealthCor Partners Warrant is hereby deleted and replaced in its entirety with the following:
 
“[Intentionally Omitted.]”

3.2           Section 8(f) of the HealthCor Hybrid Warrant is hereby deleted and replaced in its entirety with the following:
 
“[Intentionally Omitted.]”

3.3           All other terms of the HealthCor Warrants shall remain unchanged. As modified hereby, the HealthCor Warrants shall remain in full force and effect and are in all respects hereby ratified and affirmed.
 
4.           Miscellaneous. This Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which shall constitute one and the same Agreement.
 
*** Remainder of Page Intentionally Left Blank ***

 
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IN WITNESS WHEREOF, the Company and the Investors have executed this Agreement as of the date first written above.

 
COMPANY
  
     
 
CareView Communications, Inc.
  
       
 
By:        
/s/ Steven G. Johnson  
    Name: Steven G. Johnson
Title: President and Chief Executive Officer
  
       
 

 
INVESTORS
  
     
 
HealthCor Partners Fund, L.P.
  
       
 
By:
HealthCor Partners Management L.P.  
  Its:    Manager  
       
  By: HealthCor Partners Management, G.P., LLC  
  Its: General Partner  
       
  By:   /s/ Jeffrey C. Lightcap  
  Name:    Jeffrey C. Lightcap  
  Title:  
Senior Managing Director
  
       

 
 
HealthCor Hybrid Offshore Master Fund, L.P.
  
       
  By: HealthCor Hybrid Offshore G.P., LLC  
  Its: General Partner  
       
  By:   /s/ Steven J. Musumeci  
  Name:    Steven J. Musumeci  
  Title:  
Chief Operating Officer
  

  
 
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