Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HealthCor Partners Management LP
  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 (Month/Day/Year)
02/17/2015
(Street)

NEW YORK, NY 10019
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 2025 $ 0.52 02/17/2015   A   $ 1,000,000     (1) 02/16/2025 Common Stock 1,923,076 $ 1,000,000 $ 1,000,000 I By HCP Fund (3)
Senior Secured Convertible Note due 2025 $ 0.52 02/17/2015   A   $ 700,000     (1) 02/16/2025 Common Stock 1,346,153 $ 700,000 $ 700,000 I By Jeffrey Lightcap (4)
Senior Secured Convertible Note due 2025 $ 0.52 02/17/2015   A   $ 600,000     (1) 02/16/2025 Common Stock 1,153,846 $ 600,000 $ 600,000 I By Joseph Healey (5)
Senior Secured Convertible Note due 2025 $ 0.52 02/17/2015   A   $ 814,166     (1) 02/16/2025 Common Stock 1,565,703 $ 814,166 $ 814,166 I By Arthur Cohen (6)
Common Stock Warrants (Right to Buy) $ 0.52 02/17/2015   A   615,384     (1) 02/17/2025 Common Stock 615,384 (2) 615,384 I By HCP Fund (3)
Common Stock Warrants (Right to Buy) $ 0.52 02/17/2015   A   430,769     (1) 02/17/2025 Common Stock 430,769 (2) 430,769 I By Jeffrey Lightcap (4)
Common Stock Warrants (Right to Buy) $ 0.52 02/17/2015   A   369,231     (1) 02/17/2025 Common Stock 369,231 (2) 369,231 I By Joseph Healey (5)
Common Stock Warrants (Right to Buy) $ 0.52 02/17/2015   A   501,025     (1) 02/17/2025 Common Stock 501,025 (2) 501,025 I By Arthur Cohen (6)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HealthCor Partners Management LP
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019
  X   X    
HealthCor Partners Management GP, LLC
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019
  X   X    
HealthCor Partners Fund LP
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019
  X   X    
HealthCor Partners LP
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 Partners Management, L.P., By: HealthCor Partners Management GP, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel   02/19/2015
**Signature of Reporting Person Date

 HealthCor Partners Management GP, LLC, By: /s/ Anabelle P. Gray, General Counsel   02/19/2015
**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/ Anabelle P. Gray, General Counsel   02/19/2015
**Signature of Reporting Person Date

 HealthCor Partners GP, LLC, By: /s/ Anabelle P. Gray, General Counsel   02/19/2015
**Signature of Reporting Person Date

 /s/ Anabelle P. Gray as attorney-in-fact for Jeffrey C. Lightcap   02/19/2015
**Signature of Reporting Person Date

 /s/ Anabelle P. Gray as attorney-in-fact for Arthur Cohen   02/19/2015
**Signature of Reporting Person Date

 /s/ Anabelle P. Gray as attorney-in-fact for Joseph Healey   02/19/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Immediately exercisable
(2) Issued in connection with the purchase of the convertible notes for no additional consideration.
(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 reporting 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 HCP Fund's initial investment.
(4) Mr. Lightcap is the indirect beneficial owner of the securities reported herein. No other reporting person has a pecuniary interest in these securities.
(5) Mr. Healey is the direct beneficial owner of the securities reported herein. No other reporting person has a pecuniary interest in these securities.
(6) Mr. Cohen is the direct beneficial owner of the securities reported herein. No other reporting person has a pecuniary interest in these securities.

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