SEC Form 4 · accession 0000908662-15-000135
CareView Communications Inc · CRVW.OB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
HealthCor Management, L.P.
Director · 10% Owner
HealthCor Partners Fund LP
Director · 10% Owner
HealthCor Associates, LLC
Director · 10% Owner
HealthCor Group, LLC
Director · 10% Owner
HealthCor Hybrid Offshore GP, LLC
Director · 10% Owner
HealthCor Hybrid Offshore Master Fund, L.P.
Director · 10% Owner
HealthCor Partners LP
Director · 10% Owner
HealthCor Partners Management LP
Director · 10% Owner
HealthCor Partners Management GP, LLC
Director · 10% Owner
Period of report
Mar 31, 2015
Accepted (ET)
Apr 2, 2015 · 4:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001377149
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Senior Secured Convertible Note due 2021 (PIK Interest)F1,F3,F2 | $1.25 | Mar 31, 2015 | A | — | A | — | Apr 20, 2021 | Common Stock | 366,928 | — | I |
| Senior Secured Convertible Note due 2021 (PIK Interest)F1,F4,F2 | $1.25 | Mar 31, 2015 | A | — | A | — | Apr 20, 2021 | Common Stock | 420,810 | — | I |
| Senior Secured Convertible Note due 2022 (PIK Interest)F1,F3,F2 | $1.25 | Mar 31, 2015 | A | — | A | — | Jan 30, 2022 | Common Stock | 83,362 | — | I |
| Senior Secured Convertible Note due 2022 (PIK Interest)F1,F4,F2 | $1.25 | Mar 31, 2015 | A | — | A | — | Jan 30, 2022 | Common Stock | 95,604 | — | I |
| Senior Secured Convertible Note due 2024 (PIK Interest)F1,F3,F2 | $0.40 | Mar 31, 2015 | A | — | A | — | Jan 15, 2024 | Common Stock | 204,677 | — | I |
| Senior Secured Convertible Note due 2024 (PIK Interest)F1,F4,F2 | $0.40 | Mar 31, 2015 | A | — | A | — | Jan 15, 2024 | Common Stock | 234,733 | — | I |
| Common Stock Warrants (Right to Buy)F3,F2 | $0.53 | Mar 31, 2015 | A | 465,800 | A | — | Mar 31, 2025 | Common Stock | 465,800 | 465,800 | I |
| Common Stock Warrants (Right to Buy)F4,F2 | $0.53 | Mar 31, 2015 | A | 534,200 | A | — | Mar 31, 2025 | Common Stock | 534,200 | 534,200 | I |
Explanation of responses
- F1On March 31, 2015, the Notes held by HCP Fund and Hybrid Fund accrued interest which is payable in kind ("PIK Interest") in the form of additional principal. The PIK Interest accrual reported herein represents the equivalent of 654,968 shares of Common Stock for HCP Fund (as defined below) and 751,146 shares of Common Stock for Hybrid Fund (as defined below) at the applicable conversion prices. Excludes PIK interest on notes issued to HCP Fund and other investors on February 17, 2015, reporting of which is exempt pursuant to Rule 16a-9.
- F2Immediately exercisable.
- F3HealthCor 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.
- F4HealthCor 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 4's filed relating to the same securities.