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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CareView Communications Inc [ CRVW.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/30/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/30/2023 | C | 86,515,000 | A | $0.1 | 86,515,000 | I | By HCP Fund(1) | ||
Common Stock | 03/30/2023 | C | 93,485,000 | A | $0.1 | 93,485,000 | I | By Hybrid Fund(2) | ||
Common Stock | 03/30/2023 | C | 6,500,000 | A | $0.1 | 6,500,000 | I | By Jeffrey Lightcap | ||
Common Stock | 03/30/2023 | C | 7,000,000 | A | $0.1 | 7,000,000 | I | By Jeffrey Lightcap IRA | ||
Common Stock | 03/30/2023 | C | 8,141,660 | A | $0.1 | 8,141,660 | I | By Arthur Cohen | ||
Common Stock | 03/30/2023 | C | 6,000,000 | A | $0.1 | 6,000,000 | I | By Joseph Healey |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Senior Secured Convertible Note due 2023 | $0.1 | 03/30/2023 | C | $8,651,500 | 12/30/2022 | 12/31/2023 | Common Stock | 86,515,000 | $0 | $8,651,500 | I | By HCP Fund(1) | |||
Senior Secured Convertible Note due 2023 | $0.1 | 03/30/2023 | C | $9,348,500 | 12/30/2022 | 12/31/2023 | Common Stock | 93,485,000 | $0 | $9,348,500 | I | By Hybrid Fund(2) | |||
Senior Secured Convertible Note due 2023 | $0.1 | 03/30/2023 | C | $650,000 | 12/30/2022 | 12/31/2023 | Common Stock | 6,500,000 | $0 | $0 | I | By Jeffrey Lightcap | |||
Senior Secured Convertible Note due 2023 | $0.1 | 03/30/2023 | C | $700,000 | 12/30/2022 | 12/31/2023 | Common Stock | 7,000,000 | $0 | $0 | I | By Jeffrey Lightcap IRA | |||
Senior Secured Convertible Note due 2023 | $0.1 | 03/30/2023 | C | $814,166 | 12/30/2022 | 12/31/2023 | Common Stock | 8,141,660 | $0 | $0 | I | By Arthur Cohen | |||
Senior Secured Convertible Note due 2023 | $0.1 | 03/30/2023 | C | $600,000 | 12/30/2022 | 12/31/2023 | Common Stock | 6,000,000 | $0 | $0 | I | By Joseph Healey |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. HealthCor Partners Fund, L.P. ("HCP Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. HealthCor Partners L.P. serves as its general partner and HealthCor Partners GP, LLC ("HCPGP") serves as the general partner of HealthCor Partners L.P. HealthCor Partners Management, L.P. serves as the investment manager to HCP Fund and HealthCor Partners Management GP, LLC ("HCPMGP") serves as the general partner to HealthCor Partners Management, L.P. Jeffrey C. Lightcap, Arthur Cohen and Joseph Healey are managing members of HCPMGP and HCPGP. Each person disclaims beneficial ownership of any securities that exceed their pecuniary interest in the securities held by these entities. Mr. Lightcap was appointed a director of the issuer in connection with the initial investment. |
2. HealthCor Hybrid Offshore Master Fund, L.P. ("Hybrid Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. HealthCor Hybrid Offshore GP, LLC ("Offshore GP") serves as its general partner and HealthCor Group, LLC ("Group") serves as the general partner of Offshore GP. HealthCor Management, L.P. serves as the investment manager to Hybrid Fund and HealthCor Associates, LLC ("Associates") serves as the general partner to HealthCor Management, L.P. Arthur Cohen and Joseph Healey are managing members of Associates and Group. Each reporting person disclaims beneficial ownership of any securities that exceed their pecuniary interest in the securities held by these entities. |
Remarks: |
HealthCor Management, L.P. is the designated filer on behalf of the reporting persons listed on Exhibit 99.1, attached hereto. Due to the number of reporting persons, this is one of two Form 4s filed relating to the same securities. |
HealthCor Management, L.P., By: HealthCor Associates, LLC, its general partner, By: /s/ Arthur Bruce Cohen, Authorized Signatory | 04/04/2023 | |
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/ Arthur Bruce Cohen, Authorized Signatory | 04/04/2023 | |
HealthCor Associates, LLC, By: /s/ Arthur Bruce Cohen, Authorized Signatory | 04/04/2023 | |
HealthCor Group, LLC, By: /s/ Arthur Bruce Cohen, Authorized Signatory | 04/04/2023 | |
HealthCor Partners Management, L.P., By: HealthCor Partners Management GP, LLC, its general partner, By: /s/ Jeffrey C. Lightcap, Member | 04/04/2023 | |
HealthCor Partners Management GP, LLC, By: /s/ Jeffrey C. Lightcap, Member | 04/04/2023 | |
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/ Jeffrey C. Lightcap, Member | 04/04/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |