0001144204-13-053558.txt : 20131002 0001144204-13-053558.hdr.sgml : 20131002 20131002112904 ACCESSION NUMBER: 0001144204-13-053558 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131002 DATE AS OF CHANGE: 20131002 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: 131129063 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 v356432_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. 6)

 

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)
 
September 30, 2013
(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  
NUMBER OF   0
     
SHARES    
  (8)  SHARED VOTING POWER  
BENEFICIALLY    
    20,463,025
     
OWNED BY    
     
EACH (9)  SOLE DISPOSITIVE POWER  
    0
REPORTING    
     
PERSON WITH (10) SHARED DISPOSITIVE POWER  
     
    20,463,025

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
    20,463,025
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    12.9%
     
(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  
NUMBER OF   0
     
SHARES    
  (8)  SHARED VOTING POWER  
BENEFICIALLY    
    20,463,025
     
OWNED BY    
     
EACH (9)  SOLE DISPOSITIVE POWER  
    0
REPORTING    
     
PERSON WITH (10) SHARED DISPOSITIVE POWER  
     
    20,463,025

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
    20,463,025
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    12.9%
     
(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  
NUMBER OF   0
     
SHARES    
  (8)  SHARED VOTING POWER  
BENEFICIALLY    
    20,463,025
     
OWNED BY    
     
EACH (9)  SOLE DISPOSITIVE POWER  
    0
REPORTING    
     
PERSON WITH (10) SHARED DISPOSITIVE POWER  
     
    20,463,025

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
    20,463,025
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    12.9%
     
(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  
NUMBER OF   0
     
SHARES    
  (8)  SHARED VOTING POWER  
BENEFICIALLY    
    20,463,025
     
OWNED BY    
     
EACH (9)  SOLE DISPOSITIVE POWER  
    0
REPORTING    
     
PERSON WITH (10) SHARED DISPOSITIVE POWER  
     
    20,463,025

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
    20,463,025
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    12.9%
     
(14) TYPE OF REPORTING PERSON  
   

OO-limited 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  
NUMBER OF   0
     
SHARES    
  (8)  SHARED VOTING POWER  
BENEFICIALLY    
    20,463,025
     
OWNED BY    
     
EACH (9)  SOLE DISPOSITIVE POWER  
    0
REPORTING    
     
PERSON WITH (10) SHARED DISPOSITIVE POWER  
     
    20,463,025

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
    20,463,025
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    12.9%
     
(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  
NUMBER OF   0
     
SHARES    
  (8)  SHARED VOTING POWER  
BENEFICIALLY    
   

17,842,900

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

17,842,900

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
    17,842,900
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    11.4%
     
(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  
NUMBER OF   0
     
SHARES    
  (8)  SHARED VOTING POWER  
BENEFICIALLY    
   

17,842,900

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

17,842,900

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
    17,842,900
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    11.4%
     
(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  
NUMBER OF   0
     
SHARES    
  (8)  SHARED VOTING POWER  
BENEFICIALLY    
   

17,842,900

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

17,842,900

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
    17,842,900
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    11.4%
     
(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  
NUMBER OF   0
     
SHARES    
  (8)  SHARED VOTING POWER  
BENEFICIALLY    
   

17,842,900

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

17,842,900

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
   

17,842,900

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    11.4%
     
(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  
NUMBER OF   0
     
SHARES    
  (8)  SHARED VOTING POWER  
BENEFICIALLY    
   

17,842,900

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

17,842,900

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
   

17,842,900

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    11.4%
     
(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

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

17,842,900

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

17,842,900

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
   

17,842,900

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    11.4%
     
(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  
(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  
NUMBER OF   0
     
SHARES    
  (8)  SHARED VOTING POWER  
BENEFICIALLY    
   

38,305,925

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

38,305,925

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
   

38,305,925

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    21.6%
     
(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  
(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  
NUMBER OF   0
     
SHARES    
  (8)  SHARED VOTING POWER  
BENEFICIALLY    
   

38,305,925

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

38,305,925

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
     
   

38,305,925

     
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
     
    21.6%
     
(14) TYPE OF REPORTING PERSON  
    IN
     

 

 
 

 

CUSIP NO. 141743104 13D Page 16 of 20

 

This Amendment No. 6 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 and Amendment No. 5 filed April 5, 2013 (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 and the 2012 Notes on each of June 30, 2013 and September 30, 2013, which collectively represent the acquisition by the Reporting Persons of beneficial ownership of more than 1% of the outstanding Common Stock.

 

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 38,305,925 shares of Common Stock, representing (i) 4,910,222 shares of Common Stock that may be acquired upon conversion of the 2012 Notes (including interest paid in kind through September 30, 2013), (ii) 21,612,843 shares of Common Stock that may be acquired upon conversion of the 2011 Notes (including interest paid in kind through September 30, 2013), and (iii) 11,782,859 shares of Common Stock that may be acquired upon exercise of the Warrants. This aggregate amount represents approximately 21.6% of the Issuer’s outstanding common stock, based upon 138,746,042 shares outstanding, as reported outstanding as of August 9, 2013 in the Issuer’s most recent Quarterly Report on Form 10-Q, and gives effect to the conversion of all 2011 Notes and 2012 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 (A) 2,287,182 shares of Common Stock underlying the current principal amount of the 2012 Note issued to it (including interest paid in kind through September 30, 2013), (B) 10,067,262 shares of Common Stock underlying the current principal amount of the 2011 Note issued to it (including interest paid in kind through September 30, 2013), and (C) 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;

 

 
 

 

CUSIP NO. 141743104 13D Page 17 of 20

 

(iii) Hybrid Fund is the beneficial owner of (A) 2,623,041 shares of Common Stock underlying the current principal amount of the 2012 Note issued to it (including interest paid in kind through September 30, 2013), (B) 11,545,581 shares of Common Stock underlying the current principal amount of the 2011 Note issued to it (including interest paid in kind through September 30, 2013), and (C) 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

 

(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)               On September 30, 2013, the Issuer paid in-kind interest on the 2011 Notes in the amounts of $381,336 and $437,333, and on the 2012 Notes in the amounts of $86,635 and $99,357, in each case to HCP Fund and Hybrid Fund, 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.

 

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

 

Item 6 is hereby amended and supplemented as follows:

 

On August 20, 2013, the Issuer and the Funds executed a Third Amendment to Note and Warrant Purchase Agreement, which amended the minimum cash balance that the Issuer is required to maintain under such agreement from $5 million at all times to $4 million during the Reduced Minimum Cash Period and $5 million at all other times. For these purposes, the Reduced Minimum Cash Period means the period from the date the Issuer’s combined cash balance with its deposit banks is less than $5 million, and ending 120 days later (or, if earlier, the date the Issuer’s combined cash balance with its deposit banks exceeds $5 million). This summary is qualified in its entirety to the Third Amendment to Note and Warrant Purchase Agreement which is included as Exhibit 13 to this Statement and incorporated by reference herein.

 

 
 

  

CUSIP NO. 141743104 13D Page 18 of 20

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS

 

Item 7 is hereby supplemented as follows:

 

Exhibit No. Description
   
13 Third Amendment to Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.115 to the Issuer’s Current Report on Form 8-K filed August 26, 2013).

 

 
 

 

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.

 

October 2, 2013

 

  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 20 of 20

 

  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