SC 13D/A 1 v476287_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. 22)

 

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)

 

September 30, 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     41,968,174
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      41,968,174

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
    41,968,174
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
    23.1%
     
(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     41,968,174
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      41,968,174

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
    41,968,174
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    23.1%
     
(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     41,968,174
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      41,968,174

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
    41,968,174
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    23.1%
     
(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   41,968,174
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      41,968,174

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
    41,968,174
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    23.1%
     
(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     41,968,174
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      41,968,174

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
    41,968,174
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    23.1%
     
(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     39,864,042
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      39,864,042

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
    39,864,042
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    22.2%
     
(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     39,864,042
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      39,864,042

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
    39,864,042
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    22.2%
     
(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     39,864,042
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      39,864,042

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
    39,864,042
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
    22.2%
     
(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     39,864,042
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      39,864,042

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
    39,864,042
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
    22.2%
     
(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     39,864,042
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     0
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      39,864,042

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
    39,864,042
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
    22.2%
     
(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  
      2,288,687
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY     39,864,042
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     2,288,687
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      39,864,042

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
    42,152,729
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
    23.2%
     
(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  
      2,661,959
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY     81,832,216
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     2,661,959
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      81,832,216

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
    84,494,175
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
    37.7%
     
(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  
      1,961,732
NUMBER OF      
SHARES (8) SHARED VOTING POWER  
BENEFICIALLY     81,832,216
OWNED BY      
EACH (9) SOLE DISPOSITIVE POWER  
REPORTING     1,961,732
PERSON WITH      
  (10) SHARED DISPOSITIVE POWER  
      81,832,216

 

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
    83,793,948
     
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
     
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
    37.5%
     
(14) TYPE OF REPORTING PERSON  
    IN

 

 

 

 

CUSIP NO. 141743104 13D Page 16 of 20

 

This Amendment No. 22 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, Amendment No. 19 filed January 3, 2017, Amendment No. 20 filed April 3, 2017 and Amendment No. 21 filed July 5, 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 September 30, 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 88,744,594 shares of Common Stock, representing (i) 8,265,522 shares of Common Stock that may be acquired upon conversion of the 2015 Notes (including interest paid in kind through September 30, 2017), (ii) 19,725,294 shares of Common Stock that may be acquired upon conversion of the 2014 Notes (including interest paid in kind through September 30, 2017), (iii) 7,906,605 shares of Common Stock that may be acquired upon conversion of the 2012 Notes (including interest paid in kind through September 30, 2017), (iv) 34,147,905 shares of Common Stock that may be acquired upon conversion of the 2011 Notes (including interest paid in kind through September 30, 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 38.9% of the Issuer’s outstanding common stock, based upon 139,380,748 shares outstanding, as reported outstanding as of August 10, 2017 in the Issuer’s most recent Quarterly Report on Form 10-Q, 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) 2,654,169 shares of Common Stock underlying the current principal amount of the 2015 Note issued to it (including interest paid in kind through September 30, 2017), (B) 9,188,042 shares of Common Stock underlying the current principal amount of the 2014 Note issued to it (including interest paid in kind through September 30, 2017), (C) 3,682,897 shares of Common Stock underlying the current principal amount of the 2012 Note issued to it (including interest paid in kind through September 30, 2017), (D) 15,906,094 shares of Common Stock underlying the current principal amount of the 2011 Note issued to it (including interest paid in kind through September 30, 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) 10,537,252 shares of Common Stock underlying the current principal amount of the 2014 Note issued to it (including interest paid in kind through September 30, 2017), (B) 4,223,708 shares of Common Stock underlying the current principal amount of the 2012 Note issued to it (including interest paid in kind through September 30, 2017), (C) 18,241,811 shares of Common Stock underlying the current principal amount of the 2011 Note issued to it (including interest paid in kind through June 30, 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) 1,857,918 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 September 30, 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) 2,160,934 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 September 30, 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) 1,592,501 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 September 30, 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 September 30, 2017, the Issuer paid in-kind interest on the 2011 Notes in the principal amounts of $484,942 and $556,153, on the 2012 Notes in the principal amounts of $112,283 and $128,772, and on the 2014 notes in the principal amounts of $111,370 and $127,724, in each case to HCP Fund and Hybrid Fund, respectively, and paid in-kind interest on the 2015 Notes in the principal amounts of $41,823, $29,276, $34,051 and $25,094 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.

 

October 2, 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