Statement of Changes in Beneficial Ownership (4)
May 26 2023 - 4:06PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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1. Name and Address of Reporting Person
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HealthCor Associates, LLC |
2. Issuer Name and Ticker or Trading Symbol
CareView Communications Inc
[
CRVW.OB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
55 HUDSON YARDS, 28TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/24/2023 |
(Street)
NEW YORK, NY 10001 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/24/2023 | | C | | 86515000 | A | $.10 | 173030000 | I | By HCP Fund (1) |
Common Stock | 5/24/2023 | | C | | 93485000 | A | $.10 | 186970000 | I | By Hybrid Fund (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 2023 | $.10 | 5/24/2023 | | C | | | $8651500 | 12/30/2022 | 12/31/2023 | Common Stock | 86515000 | $0 | $0 | I | By HCP Fund (1) |
Senior Secured Convertible Note due 2023 | $.10 | 5/24/2023 | | C | | | $9348500 | 12/30/2022 | 12/31/2023 | Common Stock | 93485000 | $0 | $0 | I | By Hybrid Fund (2) |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HealthCor Associates, LLC 55 HUDSON YARDS, 28TH FLOOR NEW YORK, NY 10001 | X | X |
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HealthCor Group, LLC 55 HUDSON YARDS, 28TH FLOOR NEW YORK, NY 10001 | X | X |
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HealthCor Hybrid Offshore GP, LLC 55 HUDSON YARDS, 28TH FLOOR NEW YORK, NY 10001 | X | X |
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HealthCor Hybrid Offshore Master Fund, L.P. 55 HUDSON YARDS, 28TH FLOOR NEW YORK, NY 10001 | X | X |
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HealthCor Management, L.P. 55 HUDSON YARDS, 28TH FLOOR NEW YORK, NY 10001 | X | X |
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HealthCor Partners Fund LP 701 EAST BAY STREET, SUITE 516 CHARLESTON, SC 29403 | X | X |
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HealthCor Partners LP 701 EAST BAY STREET, SUITE 516 CHARLESTON, SC 29403 | X | X |
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HealthCor Partners Management GP, LLC 701 EAST BAY STREET, SUITE 516 CHARLESTON, SC 29403 | X | X |
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HealthCor Partners Management LP 701 EAST BAY STREET, SUITE 516 CHARLESTON, SC 29403 | X | X |
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Signatures
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HealthCor Management, L.P., By: HealthCor Associates, LLC, its general partner, By: /s/ Arthur Bruce Cohen, Authorized Signatory | | 5/26/2023 |
**Signature of Reporting Person | Date |
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 | | 5/26/2023 |
**Signature of Reporting Person | Date |
HealthCor Associates, LLC, By: /s/ Arthur Bruce Cohen, Authorized Signatory | | 5/26/2023 |
**Signature of Reporting Person | Date |
HealthCor Group, LLC, By: /s/ Arthur Bruce Cohen, Authorized Signatory | | 5/26/2023 |
**Signature of Reporting Person | Date |
HealthCor Partners Management, L.P., By: HealthCor Partners Management GP, LLC, its general partner, By: /s/ Jeffrey C. Lightcap, Member | | 5/26/2023 |
**Signature of Reporting Person | Date |
HealthCor Partners Management GP, LLC, By: /s/ Jeffrey C. Lightcap, Member | | 5/26/2023 |
**Signature of Reporting Person | Date |
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 | | 5/26/2023 |
**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 control number. |
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