(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.
(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).
This Amendment No. 1 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 (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 acquisition of beneficial ownership of an aggregate of 512,019 shares of Common Stock underlying accrued interest on the Notes. In addition, the Amendment omits HealthCor Hybrid Offshore, Ltd. as a Reporting Person.
Item 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated in its entirety as follows:
(a) This filing is made on behalf of the following persons (collectively, the “Reporting Persons”):
(i)
HealthCor Management, L.P., a Delaware limited partnership;
(ii)
HealthCor Associates, LLC, a Delaware limited liability company “Associates”);
Mr. Joseph Healey, a managing member of each of HCPMGP, HCPGP, Associates and Group.
(b) The address of the principal business offices of each of the Reporting Persons, with the exception of Arthur Cohen, is Carnegie Hall Tower, 152 West 57th Street, New York, NY10019. The address of the principal business offices of Arthur Cohen is 12 South Main Street, #203 Norwalk, Ct06854.
(c) HCP Fund is a private investment partnership. HealthCor Partners, L.P. serves as its general partner. HCPCP serves as the general partner of HealthCor Partners, L.P. HealthCor Partners Management, L.P., serves as the investment manager to HCP Fund. HCPMGP serves as the general partner of HealthCor Partners Management, L.P.
Hybrid Fund is a private investment partnership. Offshore GP serves as its general partner. Group is the general partner of Offshore GP. HealthCor Management, L.P. serves as investment manager to Hybrid Fund. Associates serves as the general partner of HealthCor Management, L.P.
The principal occupations of Messrs. Lightcap, Cohen and Healey are portfolio managers. Each is a United States citizen.
(d) None of the Reporting Persons named in this Item 2 has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons named in this Item 2 has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Information with respect to the jurisdictions of incorporation and, if applicable, citizenship of the Reporting Persons is set forth above.
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 28,679,494 shares of Common Stock, representing 16,896,635 shares of Common Stock that may be acquired upon conversion of the Notes (including interest paid in kind on September 30, 2011), and 11,782,859 shares of Common Stock that may be acquired upon exercise of the Warrants. This aggregate amount represents approximately 18.06% of the Issuer’s outstanding common stock, based upon 130,096,075 shares outstanding, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q filed on August 22, 2011, and gives effect to the conversion of all Notes into Common Stock and the exercise of all Warrants held by the Reporting Persons.
Of this amount:
(i) HCP Fund is the beneficial owner of 7,870,452 shares of Common Stock underlying the current principal amount of the Note issued to it (including interest paid in kind on September 30, 2011), and 5,488,456 shares of Common Stock that it has a right to acquire upon exercise of its 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., HCPMGP and Mr. Lightcap 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 9,026,182 shares of Common Stock underlying the current principal amount of the Note issued to it (including interest paid in kind on September 30, 2011), and 6,294,403 shares of Common Stock that it has a right to acquire upon exercise of its 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; and
(v) By virtue of their relationship to HCP Fund and Hybrid Fund, each of Messrs. Cohen and Healey may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by each of the Funds.
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. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims such beneficial ownership.
(b) The information in Items 7 though 10 of each cover page to this Statement is incorporated by reference into this Item 5(b).
(c) Except for the information set forth in Item 6, which is incorporated by reference into this Item 5(c), 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 September 30, 2011, the Notes held by HCP Fund and Hybrid Fund accrued interest which is payable in kind (“PIK Interest”). The PIK Interest accrual represents the equivalent of 238,499 shares of Common Stock for HCP Fund and 273,521 shares of Common Stock for Hybrid Fund.
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.
