SEC FORM 4

SEC Form 4

FORM 4

UNITED 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

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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).

1. Name and Address of Reporting Person^*

HealthCor Management, L.P.

(Last)

(First)

(Middle)

55 HUDSON YARDS, 28TH FLOOR

(Street)

NEW YORK

10001

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2022

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
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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Senior Secured Convertible Note due 2024⁽¹⁾	$0.4	12/30/2022		D			$5,771,757	⁽²⁾	01/15/2024	Common Stock	14,429,391	⁽³⁾	$0	I	By HCP Fund⁽⁴⁾
Senior Secured Convertible Note due 2024⁽¹⁾	$0.4	12/30/2022		D			$6,619,305	⁽²⁾	01/15/2024	Common Stock	16,548,263	⁽³⁾	$0	I	By Hybrid Fund⁽⁵⁾
Senior Secured Convertible Note due 2025⁽¹⁾	$0.52	12/30/2022		D			$2,225,745	⁽²⁾	02/16/2025	Common Stock	4,280,277	⁽³⁾	$0	I	By HCP Fund⁽⁴⁾
Senior Secured Convertible Note due 2025⁽¹⁾	$0.52	12/30/2022		D			$1,558,021	⁽²⁾	02/16/2025	Common Stock	2,996,194	⁽³⁾	$0	I	By Jeffrey Lightcap IRA
Senior Secured Convertible Note due 2025⁽¹⁾	$0.52	12/30/2022		D			$1,812,125	⁽²⁾	02/16/2025	Common Stock	3,484,856	⁽³⁾	$0	I	By Arthur Cohen
Senior Secured Convertible Note due 2025⁽¹⁾	$0.52	12/30/2022		D			$1,335,446	⁽²⁾	02/16/2025	Common Stock	2,568,166	⁽³⁾	$0	I	By Joseph Healey
Senior Secured Convertible Note due 2028⁽¹⁾	$0.05	12/30/2022		D			$401,601	⁽²⁾	02/22/2028	Common Stock	8,032,014	⁽³⁾	$0	I	By Jeffrey Lightcap
Senior Secured Convertible Note due 2028⁽¹⁾	$0.05	12/30/2022		D			$382,980	⁽²⁾	07/10/2028	Common Stock	7,659,596	⁽³⁾	$0	I	By Jeffrey Lightcap
Senior Secured Convertible Note due 2029⁽¹⁾	$0.03	12/30/2022		D			$69,089	⁽²⁾	05/12/2029	Common Stock	2,302,971	⁽³⁾	$0	I	By Jeffrey Lightcap
Senior Secured Convertible Note due 2030⁽¹⁾	$0.01	12/30/2022		D			$126,377	⁽²⁾	02/06/2030	Common Stock	12,633,454	⁽³⁾	$0	I	By Jeffrey Lightcap
Senior Secured Convertible Note due 2023⁽¹⁾	$0.1	12/30/2022		A		$17,303,000		⁽²⁾	12/31/2023	Common Stock	173,030,000	⁽³⁾	$17,303,000	I	By HCP Fund⁽⁴⁾
Senior Secured Convertible Note due 2023⁽¹⁾	$0.1	12/30/2022		A		$18,697,000		⁽²⁾	12/31/2023	Common Stock	186,970,000	⁽³⁾	$18,697,000	I	By Hybrid Fund⁽⁵⁾
Senior Secured Convertible Note due 2023⁽¹⁾	$0.1	12/30/2022		A		$650,000		⁽²⁾	12/31/2023	Common Stock	6,500,000	⁽³⁾	$650,000	I	By Jeffrey Lightcap
Senior Secured Convertible Note due 2023⁽¹⁾	$0.1	12/30/2022		A		$700,000		⁽²⁾	12/31/2023	Common Stock	7,000,000	⁽³⁾	$700,000	I	By Jeffrey Lightcap IRA
Senior Secured Convertible Note due 2023⁽¹⁾	$0.1	12/30/2022		A		$814,166		⁽²⁾	12/31/2023	Common Stock	8,141,660	⁽³⁾	$814,166	I	By Arthur Cohen
Senior Secured Convertible Note due 2023⁽¹⁾	$0.1	12/30/2022		A		$600,000		⁽²⁾	12/31/2023	Common Stock	6,000,000	⁽³⁾	$600,000	I	By Joseph Healey

1. Name and Address of Reporting Person^*

HealthCor Management, L.P.

(Last)

(First)

(Middle)

55 HUDSON YARDS, 28TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HealthCor Partners GP, LLC

(Last)

(First)

(Middle)

701 EAST BAY STREET, SUITE 516

(Street)

CHARLESTON

29403

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lightcap Jeffrey C

(Last)

(First)

(Middle)

701 EAST BAY STREET, SUITE 516

(Street)

CHARLESTON

29403

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cohen Arthur Bruce

(Last)

(First)

(Middle)

12 SOUTH MAIN STREET

SUITE #203

(Street)

NORWALK

06854

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Healey Joseph Patrick

(Last)

(First)

(Middle)

55 HUDSON YARDS, 28TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On December 30, 2022, the reporting persons exchanged all outstanding notes issued under the Note and Warrant Purchase Agreement dated as of April 21, 2011, as amended, including notes issued in 2011 and 2012 with an aggregate principal balance of $56,610,135 which had previously been amended to remove the conversion feature, for replacement notes in the indicated principal amounts with a conversion price of $0.10 per share. At the same time, the reporting persons surrendered for cancellation all outstanding warrants held by them, representing an aggregate of 11,978,909 shares, for no value, the reporting of which is exempt under Rule 16a-4(d) of the Exchange Act.

2. Immediately exercisable.

3. See footnote (1).

4. 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.

5. 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/ Arthur Bruce Cohen, Authorized Signatory	01/04/2023
	HealthCor Partners GP, LLC, By: /s/ Jeffrey Lightcap, Authorized Signatory	01/04/2023
	/s/ Jeffrey C. Lightcap	01/04/2023
	/s/ Arthur Bruce Cohen	01/04/2023
	/s/ Joseph Healey	01/04/2023
	** 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).
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