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HealthCor Management, L.P., et al. – ‘4’ for 3/31/20 re: CareView Communications Inc.

On:  Wednesday, 4/1/20, at 4:02pm ET   ·   For:  3/31/20   ·   Accession #:  908662-20-67   ·   File #:  0-54090

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/20  HealthCor Management, L.P.        4                      2:24K  CareView Communications Inc.      Locke Lord LLP/FA
          HealthCor Associates, LLC
          HealthCor Hybrid Offshore Master Fund, L.P.
          HealthCor Hybrid Offshore GP, LLC
          HealthCor Group, LLC
          HealthCor Partners Management LP
          HealthCor Partners Management GP, LLC
          HealthCor Partners Fund LP
          HealthCor Partners LP

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      4K 
                Securities by an Insider -- edgar.xml/3.6                        
 2: EX-99       Miscellaneous Exhibit                               HTML      5K

‘4’   —   Statement of Changes in Beneficial Ownership of Securities by an Insider — edgar.xml/3.6



        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HealthCor Management, L.P.
(Last)(First)(Middle)
55 HUDSON YARDS, 28TH FLOOR
(Street)
NEW YORKNY10001
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
CareView Communications Inc [ CRVW.OB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
3/31/20
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction 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)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction 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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Senior Secured Convertible Note due 2024 (PIK Interest) (1)$0.4 3/31/20 A $118,429 (2) 1/15/24Common Stock296,072$0$4,855,578IBy HCP Fund (3)
Senior Secured Convertible Note due 2024 (PIK Interest) (1)$0.4 3/31/20 A $135,819 (2) 1/15/24Common Stock339,548$0$5,568,591IBy Hybrid Fund (4)
Senior Secured Convertible Note due 2029 (PIK Interest) (1)$0.03 3/31/20 A $1,688 (2) 5/14/29Common Stock56,264$0$55,701IBy Jeffrey Lightcap
Senior Secured Convertible Note due 2030 (PIK Interest)$0.01 3/31/20 A $1,853 (2) 2/5/30Common Stock185,313$0$101,853IBy Jeffrey Lightcap
1. Name and Address of Reporting Person*
HealthCor Management, L.P.
(Last)(First)(Middle)
55 HUDSON YARDS, 28TH FLOOR
(Street)
NEW YORKNY10001
(City)(State)(Zip)
1. Name and Address of Reporting Person*
HealthCor Associates, LLC
(Last)(First)(Middle)
55 HUDSON YARDS, 28TH FLOOR
(Street)
NEW YORKNY10001
(City)(State)(Zip)
1. Name and Address of Reporting Person*
HealthCor Hybrid Offshore Master Fund, L.P.
(Last)(First)(Middle)
55 HUDSON YARDS, 28TH FLOOR
(Street)
NEW YORKNY10001
(City)(State)(Zip)
1. Name and Address of Reporting Person*
HealthCor Hybrid Offshore GP, LLC
(Last)(First)(Middle)
55 HUDSON YARDS, 28TH FLOOR
(Street)
NEW YORKNY10001
(City)(State)(Zip)
1. Name and Address of Reporting Person*
HealthCor Group, LLC
(Last)(First)(Middle)
55 HUDSON YARDS, 28TH FLOOR
(Street)
NEW YORKNY10001
(City)(State)(Zip)
1. Name and Address of Reporting Person*
HealthCor Partners Management LP
(Last)(First)(Middle)
1325 AVENUE OF AMERICAS, 28TH FLOOR
(Street)
NEW YORKNY10019
(City)(State)(Zip)
1. Name and Address of Reporting Person*
HealthCor Partners Management GP, LLC
(Last)(First)(Middle)
1325 AVENUE OF AMERICAS, 28TH FLOOR
(Street)
NEW YORKNY10019
(City)(State)(Zip)
1. Name and Address of Reporting Person*
HealthCor Partners Fund LP
(Last)(First)(Middle)
1325 AVENUE OF AMERICAS, 28TH FLOOR
(Street)
NEW YORKNY10019
(City)(State)(Zip)
1. Name and Address of Reporting Person*
HealthCor Partners LP
(Last)(First)(Middle)
1325 AVENUE OF AMERICAS, 28TH FLOOR
(Street)
NEW YORKNY10019
(City)(State)(Zip)
Explanation of Responses:
(1)  On March 31, 2020, the 2014 Notes held by HCP Fund and Hybrid Fund and the 2019 Note and 2020 Note each held by Mr. Lightcap 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.
HealthCor Management, L.P., By: HealthCor Associates, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel 4/1/20
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 P. Gray, General Counsel 4/1/20
HealthCor Associates, LLC, By: /s/ Anabelle P. Gray, General Counsel 4/1/20
HealthCor Group, LLC, By: /s/ Anabelle P. Gray, General Counsel 4/1/20
HealthCor Partners Management, L.P., By: HealthCor Partners Management GP, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel 4/1/20
HealthCor Partners Management GP, LLC, By: /s/ Anabelle P. Gray, General Counsel 4/1/20
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 P. Gray, General Counsel 4/1/20
** Signature of Reporting PersonDate
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 Number.
____________
Transaction Code:
    A    Grant, award or other acquisition pursuant to Rule 16b-3(d).

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