Amended Statement of Beneficial Ownership (sc 13d/a)

Date : 01/03/2019 @ 9:02PM
Source : Edgar (US Regulatory)
Stock : Careview Communications, Inc. (QB) (CRVW)
Quote : 0.0146  0.0 (0.00%) @ 10:00PM
Careview Communications, Inc. share price Chart

Amended Statement of Beneficial Ownership (sc 13d/a)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 26)

 

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)

 

December 31, 2018

 

(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   14,960,867  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   0  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   14,960,867  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
  14,960,867  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  9.7%  
(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   14,960,867  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   0  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   14,960,867  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
  14,960,867  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  9.7%  
(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 14,960,867  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   0  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   14,960,867  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
              14,960,867  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  9.7%  
(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   14,960,867  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   0  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   14,960,867  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
  14,960,867  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  9.7%  
(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  
NUMBER OF   0  
SHARES (8)   SHARED VOTING POWER  
BENEFICIALLY   14,960,867  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   0  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   14,960,867  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
  14,960,867  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  9.7%  
(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   16,756,257  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   0  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   16,756,257  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
  16,756,257  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  10.7%  
(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   16,756,257  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   0  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   16,756,257  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
  16,756,257  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  10.7%  
(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   16,756,257  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   0  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   16,756,257  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
  16,756,257  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  10.7%  
(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   16,756,257  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   0  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   16,756,257  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
  16,756,257  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  10.7%  
(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   16,756,257  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   0  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   16,756,257  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
  16,756,257  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  10.7%  
(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  
NUMBER OF   13,506,964  
SHARES (8)   SHARED VOTING POWER  
BENEFICIALLY   16,756,257  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   13,506,964  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   16,756,257  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
  30,263,221  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  17.8%  
(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  
NUMBER OF   3,021,378  
SHARES (8)   SHARED VOTING POWER  
BENEFICIALLY   31,717,124  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   3,021,378  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   31,717,124  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
  34,738,502  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  20.0%  
(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  
NUMBER OF   2,226,606  
SHARES (8)   SHARED VOTING POWER  
BENEFICIALLY   31,717,124  
OWNED BY (9)   SOLE DISPOSITIVE POWER  
EACH   2,226,606  
REPORTING (10) SHARED DISPOSITIVE POWER  
PERSON WITH   31,717,124  

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED  
  BY EACH REPORTING PERSON  
  33,943,730  
(12) CHECK BOX IF THE AGGREGATE AMOUNT  
  IN ROW (11) EXCLUDES CERTAIN SHARES ¨
(13) PERCENT OF CLASS REPRESENTED  
  BY AMOUNT IN ROW (11)  
  19.6%  
(14) TYPE OF REPORTING PERSON  
  IN  

 

 

 

 

CUSIP NO. 141743104 13D Page 16 of 20

 

This Amendment No. 26 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, Amendment No. 24 filed February 28, 2018 and Amendment No. 25 filed July 17, 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 the payment of interest in kind with respect to the 2014 Notes, the 2015 Notes, the 2018 Notes and the Tenth Amendment Notes on September 30, 2018 and December 31, 2018.

 

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 50,472,072 shares of Common Stock, representing (i) 5,294,663 shares of Common Stock that may be acquired upon conversion of the Tenth Amendment Notes (including interest paid in kind through December 31, 2018), (ii) 5,552,095 shares of Common Stock that may be acquired upon conversion of the 2018 Notes (including interest paid in kind through December 31, 2018), (iii) 9,640,290 shares of Common Stock that may be acquired upon conversion of the 2015 Notes (including interest paid in kind through December 31, 2018), (iv) 23,006,115 shares of Common Stock that may be acquired upon conversion of the 2014 Notes (including interest paid in kind through December 31, 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 26.6% of the Issuer’s outstanding common stock, based upon 139,380,748 shares outstanding as of November 14, 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, effective July 10, 2018, the 2011 Notes and the 2012 Notes are no longer convertible into shares of Common Stock, and the 2011 Warrants were cancelled.

 

 

 

 

CUSIP NO. 141743104 13D Page 17 of 20

 

Of the amount beneficially owned by the Reporting Persons:

 

(i) HCP Fund is the beneficial owner of (A) 3,095,625 shares of Common Stock underlying the current principal amount of the 2015 Note issued to it (including interest paid in kind through December 31, 2018), (B) 10,716,248 shares of Common Stock underlying the current principal amount of the 2014 Note issued to it (including interest paid in kind through December 31, 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) 12,289,867 shares of Common Stock underlying the current principal amount of the 2014 Note issued to it (including interest paid in kind through December 31, 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) 5,294,663 shares of Common Stock underlying the current principal amount of the Tenth Amendment Note purchased by him pursuant to the Tenth Amendment (including interest paid in kind through December 31, 2018); (B) 5,552,095 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 December 31, 2018), (C) 2,166,937 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 December 31, 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) 2,520,353 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 December 31, 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 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) 1,857,375 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 December 31, 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 December 31, 2018, the Issuer paid in-kind interest on the 2014 Notes in the principal amounts of $129,894 and $148,968 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 $48,780, $34,146, $39,715 and $29,268 to HCP Fund, Mr. Lightcap, Mr. Cohen and Mr. Healey, respectively, and paid in-kind interest on the 2018 Notes and the Tenth Amendment Notes in the principal amount of $8,412 and $8,022, respectively, to Mr. Lightcap. 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.

 

January 3, 2019

 

  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

 

 

 

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