WASHINGTON, D.C. 20549
(AMENDMENT NO. 25)
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.
CUSIP NO. 141743104
|
13D
|
Page
2
of
22
|
(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
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
14,227,312
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
14,227,312
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
14,227,312
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
9.3%
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
PN
|
CUSIP NO. 141743104
|
13D
|
Page
4
of
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
14,227,312
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
14,227,312
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
14,227,312
|
|
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
9.3%
|
|
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
OO- limited liability company
|
CUSIP NO. 141743104
|
13D
|
Page
5
of
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
14,227,312
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
14,227,312
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
14,227,312
|
|
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
9.3%
|
|
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
PN
|
CUSIP NO. 141743104
|
13D
|
Page
6
of
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
14,227,312
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
14,227,312
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
14,227,312
|
|
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
9.3%
|
|
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
OO-limited liability company
|
CUSIP NO. 141743104
|
13D
|
Page
7
of
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
14,227,312
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
14,227,312
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
14,227,312
|
|
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
9.3%
|
|
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
OO-limited liability company
|
CUSIP NO. 141743104
|
13D
|
Page
8
of
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
15,931,857
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
15,931,857
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
15,931,857
|
|
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
10.3%
|
|
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
PN
|
CUSIP NO. 141743104
|
13D
|
Page
9
of
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
15,931,857
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
15,931,857
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
15,931,857
|
|
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
10.3%
|
|
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
OO- limited liability company
|
CUSIP NO. 141743104
|
13D
|
Page
10
of
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
15,931,857
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
15,931,857
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
15,931,857
|
|
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
10.3%
|
|
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
PN
|
CUSIP NO. 141743104
|
13D
|
Page
11
of
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
15,931,857
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
15,931,857
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
15,931,857
|
|
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
10.3%
|
|
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
PN
|
CUSIP NO. 141743104
|
13D
|
Page
12
of
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
15,931,857
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
15,931,857
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
15,931,857
|
|
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
10.3%
|
|
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
OO- limited liability company
|
CUSIP NO. 141743104
|
13D
|
Page
13
of
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
12,751,570
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
15,931,857
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
12,751,570
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
15,931,857
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
28,683,427
|
|
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
17.1%
|
|
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
IN
|
CUSIP NO. 141743104
|
13D
|
Page
14
of
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
2,870,943
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
30,159,169
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
2,870,943
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
30,159,169
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
33,030,112
|
|
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
19.2%
|
|
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
IN
|
CUSIP NO. 141743104
|
13D
|
Page
15
of
22
|
|
(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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(7)
|
SOLE VOTING POWER
|
|
|
|
2,115,743
|
|
|
|
(8)
|
SHARED VOTING POWER
|
|
|
|
30,159,169
|
|
|
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
|
|
2,115,743
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
30,159,169
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
32,274,912
|
|
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT
|
|
|
|
IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
|
18.8%
|
|
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
|
IN
|
CUSIP NO. 141743104
|
13D
|
Page
16
of
22
|
This Amendment No. 25 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, Amendment No. 21 filed July 5, 2017, Amendment No. 22 filed October 2, 2017, Amendment No. 23 filed
January 3, 2018 and Amendment No. 24 filed February 28, 2018 (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 (a)
the payment of interest in kind with respect to the Notes on June 30, 2018 and (b) the transactions effected by the Ninth Amendment
(as defined in, and as described in more detail in, Item 6) and (c) the purchase of an additional Note by a Reporting Person pursuant
to the Tenth Amendment (as defined in, and as described in more detail in, Item 6).
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 47,897,425 shares of Common Stock, representing (i) 5,000,000 shares of Common
Stock that may be acquired upon conversion of the Tenth Amendment Notes, (ii) 5,220,703 shares of Common Stock that may be acquired
upon conversion of the 2018 Notes (including interest paid in kind through June 30, 2018), (iii) 9,064,882 shares of Common Stock
that may be acquired upon conversion of the 2015 Notes (including interest paid in kind through June 30, 2018), (iv) 21,632,931
shares of Common Stock that may be acquired upon conversion of the 2014 Notes (including interest paid in kind through June 30,
2018), (v) 4,000,000 shares of Common Stock that may be acquired upon exercise of the 2014 Warrants, (vi) 1,916,409 shares of Common
Stock that may be acquired upon exercise of the 2015 Warrants, (vii) 1,000,000 shares of Common Stock that may be acquired upon
exercise of the Sixth Amendment Warrants and (viii) 62,500 shares of Common Stock that may be acquired upon exercise of the 2018
Warrants (the 2014 Warrants, the 2015 Warrants, the Sixth Amendment Warrants and the 2018 Warrants together, the “Warrants”).
This aggregate amount represents approximately 25.6% of the Issuer’s outstanding common stock, based upon 139,380,748 shares
outstanding as of May 15, 2018, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q, and gives effect to
the conversion of all 2014 Notes, 2015 Notes, 2018 Notes and Tenth Amendment Notes held by the Reporting Persons into Common Stock
and the exercise of all Warrants held by the Reporting Persons. As described in more detail under Item 6, giving effect to the
Ninth Amendment, the 2011 Notes and the 2012 Notes are no longer convertible into shares of Common Stock, and the 2011 Warrants
have been cancelled, so that such securities are not reflected in the above beneficial ownership information.
CUSIP NO. 141743104
|
13D
|
Page
17
of
22
|
Of the amount beneficially owned by the Reporting Persons:
(i) HCP Fund is the beneficial owner of (A) 2,910,854
shares of Common Stock underlying the current principal amount of the 2015 Note issued to it (including interest paid in kind through
June 30, 2018), (B) 10,076,619 shares of Common Stock underlying the current principal amount of the 2014 Note issued to it (including
interest paid in kind through June 30, 2018), (C) 465,800 shares of Common Stock that it has a right to acquire upon exercise of
its Sixth Amendment Warrant, (D) 615,384 shares of Common Stock that it has a right to acquire upon exercise of its 2015 Warrant,
and(E) 1,863,200 shares of Common Stock that it has a right to acquire upon exercise of its 2014 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) 11,556,312
shares of Common Stock underlying the current principal amount of the 2014 Note issued to it (including interest paid in kind through
June 30, 2018), (B) 534,200 shares of Common Stock that it has a right to acquire upon exercise of its Sixth Amendment Warrant,
and (C) 2,136,800 shares of Common Stock that it has a right to acquire upon exercise of its 2014 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 of (A) 5,000,000 shares of Common Stock underlying the current principal amount of the Tenth
Amendment Note purchased pursuant to the Tenth Amendment on July 13, 2018; (B) 5,220,703 shares of Common Stock underlying the
current principal amount of the 2018 Note purchased by him under the Eighth Amendment (including interest paid in kind through
June 30, 2018), (C) 2,037,598 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 June 30, 2018), (D) 62,500 shares of Common Stock that he has
a right to acquire upon exercise of his 2018 Warrant and (E) 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) 2,369,918 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 June 30, 2018) 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
22
|
(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) 1,746,512 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 June 30, 2018) 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 June 30, 2018,
the Issuer paid in-kind interest on the 2011 Notes in the principal amounts of $522,229 and $598,916, on the 2012 Notes in the
principal amounts of $120,917 and $138,673, and on the 2014 Notes in the principal amounts of $122,141 and $140,077, in each case
to the HCP Fund and Hybrid Fund, respectively. On the same date, the Issuer paid in-kind interest on the 2015 Notes in the principal
amounts of $45,868, $32,108, $37,344, and $27,521 to HCP Fund, Mr. Lightcap, Mr. Cohen and Mr. Healey, respectively, and paid in-kind
interest on the 2018 Notes in the principal amount of $7,910 to Mr. Lightcap. Except as set forth in the previous sentence and
elsewhere in this Amendment, including under Item 6 below, 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 July 10, 2018, the Issuer and the holders of the Notes, including
the Reporting Persons, entered into the Ninth Amendment to Note and Warrant Purchase Agreement (the “Ninth Amendment”),
pursuant to which:
(a) the 2011 Warrants, which were held by
HCP Fund and Hybrid Fund and previously represented the right to purchase 5,488,456 and 6,294,403 shares of Common Stock at a purchase
price of $1.40 per share, were cancelled;
(b) the 2011 Notes and the 2012 Notes, each
of which are held by HCP Fund and Hybrid Fund, were amended such that (i) the accrual of interest on such Notes will be suspended
for periods after June 30, 2018; (ii) such Notes will not be convertible into shares of Common Stock after June 30, 2018; and (iii)
such Notes will mature on the earlier of (x) the original maturity date of such Notes (i.e., April 20, 2021 in the case of the
2011 Notes and January 30, 2022 in the case of the 2012 Notes), or (y) 120 calendar days after the holder gives written demand
for payment to the Issuer,
provided
that such demand may not be made before the twelve month anniversary of the date that
the Issuer’s obligations under its Credit Agreement with PDL are repaid in full;
(c) the 2011 Notes and the 2012 Notes were
made senior in right of payment to the 2014 Notes, the 2015 Notes the 2018 Notes and any subsequently issued Notes under the Purchase
Agreement; and
CUSIP NO. 141743104
|
13D
|
Page
19
of
22
|
(d) the Company’s obligation to keep
certain shares of Common Stock authorized and reserved for issuance upon conversion of the Notes and exercise of the Warrants was
amended in order to require the Company to keep 100% of such shares authorized and reserved for issuance, instead of 120% as previously
provided.
Certain facilitating amendments were also made to the 2011 Notes,
2012 Notes, 2014 Notes, 2015 Notes and 2018 Notes in order to reflect the above provisions of the Ninth Amendment, including the
payment priorities among the Notes. In addition, the Intercreditor Agreement was amended to provide that, in the event of a sale
of the Issuer’s hospital assets, after the net proceeds are first used to repay the Issuer’s obligations under the
Credit Agreement until paid in full, up to the next $5 million of such proceeds may be retained by the Issuer for working capital
purposes before all remaining net proceeds are applied to repay the obligations of the Notes in accordance with the priorities
set forth in the Purchase Agreement and the Notes.
On July 13, 2018, the Issuer, Mr. Lightcap, and certain other
investors (including the Funds in their capacity as part of the Majority Holders approving the transaction and not as investors)
entered into the Tenth Amendment to Note and Warrant Purchase Agreement (the “Tenth Amendment”), pursuant to which
the Company sold and issued, for an aggregate of $1,000,000 in cash, additional Notes in the aggregate principal amount of $1,000,000,
with a conversion price per share equal to $0.05 (subject to adjustment as described therein) and a maturity date of July 12, 2028
(the “Tenth Amendment Supplemental Notes”). Of this amount, Mr. Lightcap purchased Tenth Amendment Supplemental Notes
with an initial principal amount of $250,000 (referred to in this Amendment as the “Tenth Amendment Notes”).
This summary is qualified in its entirety by reference to the
Ninth Amendment and to the respective Allonges to the 2011 Notes, 2012 Notes, 2014 Notes, 2015 Notes and 2018 Notes, to the Second
Amendment to Subordination and Intercreditor Agreement, and to the Tenth Amendment and the Form of Tenth Amendment Note, each of
which is included as an exhibit to this Statement and is incorporated by reference herein.
CUSIP NO. 141743104
|
13D
|
Page
20
of
22
|
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby supplemented as follows:
Exhibit No.
|
|
Description
|
|
|
|
41
|
|
Ninth Amendment to Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.43 to the Issuer’s Current Report on Form 8-K filed July 11, 2018)
|
|
|
|
42
|
|
Allonge No. 2 to 2011 Note held by HCP Fund (incorporated by reference to Exhibit 10.44 to the Issuer’s Current Report on Form 8-K filed July 11, 2018)
|
|
|
|
43
|
|
Allonge No. 2 to 2011 Note held by Hybrid Fund (incorporated by reference to Exhibit 10.45 to the Issuer’s Current Report on Form 8-K filed July 11, 2018)
|
|
|
|
44
|
|
Allonge No. 2 to 2012 Note held by HCP Fund (incorporated by reference to Exhibit 10.46 to the Issuer’s Current Report on Form 8-K filed July 11, 2018)
|
|
|
|
45
|
|
Allonge No. 2 to 2012 Note held by Hybrid Fund (incorporated by reference to Exhibit 10.47 to the Issuer’s Current Report on Form 8-K filed July 11, 2018)
|
|
|
|
46
|
|
Allonge No. 2 to 2014 Note held by HCP Fund (incorporated by reference to Exhibit 10.48 to the Issuer’s Current Report on Form 8-K filed July 11, 2018)
|
|
|
|
47
|
|
Allonge No. 2 to 2014 Note held by Hybrid Fund (incorporated by reference to Exhibit 10.49 to the Issuer’s Current Report on Form 8-K filed July 11, 2018)
|
|
|
|
48
|
|
Allonge No. 2 to 2015 Notes (incorporated by reference to Exhibit 10.50 to the Issuer’s Current Report on Form 8-K filed July 11, 2018)
|
|
|
|
49
|
|
Allonge No. 1 to 2018 Notes (incorporated by reference to Exhibit 10.51 to the Issuer’s Current Report on Form 8-K filed July 11, 2018)
|
|
|
|
50
|
|
Second Amendment to Subordination and Intercreditor Agreement (incorporated by reference to Exhibit 10.52 to the Issuer’s Current Report on Form 8-K filed July 11, 2018)
|
|
|
|
51
|
|
Tenth Amendment to Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.53 to the Issuer’s Current Report on Form 8-K filed July 16, 2018)
|
|
|
|
52
|
|
Form of Tenth Amendment Supplemental Note (incorporated by reference to Exhibit 10.54 to the Issuer’s Current Report on Form 8-K filed July 16, 2018)
|
CUSIP NO. 141743104
|
13D
|
Page
21
of
22
|
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.
July 17, 2018
|
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
|
|
|
|
|
|
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HEALTHCOR PARTNERS MANAGEMENT, L.P.
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By: HealthCor Partners Management GP, LLC, its general partner
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By: /s/ Anabelle Perez Gray
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Name: Anabelle Perez Gray
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Title: General Counsel
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CUSIP NO. 141743104
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13D
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Page
22
of
22
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HEALTHCOR PARTNERS MANAGEMENT GP, LLC
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By: /s/ Anabelle Perez Gray
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Name: Anabelle Perez Gray
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Title: General Counsel
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HEALTHCOR PARTNERS L.P., for itself and as general partner on behalf of HEALTHCOR PARTNERS FUND, L.P.
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By: HealthCor Partners GP, LLC, its general partner
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By: /s/ Anabelle Perez Gray
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Name: Anabelle Perez Gray
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Title: General Counsel
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HEALTHCOR PARTNERS GP, LLC
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By: /s/ Anabelle Perez Gray
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Name: Anabelle Perez Gray
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Title: General Counsel
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JEFFREY C. LIGHTCAP, Individually
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/s/ Jeffrey C. Lightcap
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JOSEPH HEALEY, Individually
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/s/ Joseph Healey
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ARTHUR COHEN, Individually
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/s/ Arthur Cohen
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