Statement of Changes in Beneficial Ownership (4)

Date : 01/03/2019 @ 9:13PM
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

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HealthCor Management, L.P.
2. Issuer Name and Ticker or Trading Symbol

CareView Communications Inc [ CRVW.OB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

152 W. 57TH STREET, 43RD FLOOR, 
3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2018
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 2024 (PIK Interest)   (1) $.40   12/31/2018     A      $129894.00         (2) 1/15/2024   Common Stock   324735   $0   $4286499.00   I   By HCP Fund   (3)
Senior Secured Convertible Note due 2024 (PIK Interest)   (1) $.40   12/31/2018     A      $148968.00         (2) 1/15/2024   Common Stock   372420   $0   $4915947.00   I   By Hybrid Fund   (4)

Explanation of Responses:
(1)  On December 31, 2018 the 2014 Notes held by HCP Fund and Hybrid Fund accrued interest which is payable in kind ("PIK Interest") in the form of additional principal. Excludes PIK interest on notes issued to certain reporting persons and other investors on February 17, 2015, February 23, 2018, and July 13, 2018, reporting of which is exempt pursuant to Rule 16a-9.
(2)  Immediately exercisable.
(3)  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.
(4)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HealthCor Management, L.P.
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019
X X

HealthCor Partners GP, LLC
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019
X X

Lightcap Jeffrey C
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019
X X

Cohen Arthur Bruce
12 SOUTH MAIN STREET
SUITE #203
NORWALK, CT 06854
X X

Healey Joseph Patrick
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019
X X


Signatures
HealthCor Management, L.P., By: HealthCor Associates, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel 1/3/2019
** Signature of Reporting Person Date

HealthCor Partners GP, LLC, By: /s/ Anabelle P. Gray, General Counsel 1/3/2019
** Signature of Reporting Person Date

/s/ Anabelle P. Gray as attorney-in-fact for Jeffrey C. Lightcap 1/3/2019
** Signature of Reporting Person Date

/s/ Anabelle P. Gray as attorney-in-fact for Arthur Cohen 1/3/2019
** Signature of Reporting Person Date

/s/ Anabelle P. Gray as attorney-in-fact for Joseph Healey 1/3/2019
** 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 control number.

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