Edgar Filing: Lightcap Jeffrey C

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HealthCor Management, L.P.

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)
12/31/2017

(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Senior Secured Convertible Note due 2021 (PIK Interest) ⁽¹⁾

$ 1.25

12/31/2017

$ 497,065

⁽²⁾

04/20/2021

Common Stock

397,652

$ 0

$ 20,379,683

By HCP Fund ⁽³⁾

Senior Secured Convertible Note due 2021 (PIK Interest) ⁽¹⁾

$ 1.25

12/31/2017

$ 570,057

⁽²⁾

04/20/2021

Common Stock

456,045

$ 0

$ 23,372,320

By Hybrid Fund ⁽⁴⁾

Senior Secured Convertible Note due 2022 (PIK Interest) ⁽¹⁾

$ 1.25

12/31/2017

$ 115,091

⁽²⁾

01/30/2022

Common Stock

92,072

$ 0

$ 4,718,711

By HCP Fund ⁽³⁾

Senior Secured Convertible Note due 2022 (PIK Interest) ⁽¹⁾

$ 1.25

12/31/2017

$ 131,991

⁽²⁾

01/30/2022

Common Stock

105,593

$ 0

$ 5,411,627

By Hybrid Fund ⁽⁴⁾

Senior Secured Convertible Note due 2024 (PIK Interest) ⁽¹⁾

$ 0.4

12/31/2017

$ 114,851

⁽²⁾

01/15/2024

Common Stock

287,126

$ 0

$ 3,790,067

By HCP Fund ⁽³⁾

Senior Secured Convertible Note due 2024 (PIK Interest) ⁽¹⁾

$ 0.4

12/31/2017

$ 131,716

⁽²⁾

01/15/2024

Common Stock

329,289

$ 0

$ 4,346,616

By Hybrid Fund ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HealthCor Management, L.P. 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 Management, L.P., By: HealthCor Associates, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel		01/03/2018
^**Signature of Reporting Person		Date
HealthCor Partners GP, LLC, By: /s/ Anabelle P. Gray, General Counsel		01/03/2018
^**Signature of Reporting Person		Date
/s/ Anabelle P. Gray as attorney-in-fact for Jeffrey C. Lightcap		01/03/2018
^**Signature of Reporting Person		Date
/s/ Anabelle P. Gray as attorney-in-fact for Arthur Cohen		01/03/2018
^**Signature of Reporting Person		Date
/s/ Anabelle P. Gray as attorney-in-fact for Joseph Healey		01/03/2018
^**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)	On December 31, 2017 the Notes held by HCP Fund and Hybrid Fund accrued interest which is payable in kind ("PIK Interest") in the form of additional principal. The PIK Interest accrual reported herein represents the equivalent of 776,851 shares of Common Stock for HCP Fund (as defined below) and 890,927 shares of Common Stock for Hybrid Fund (as defined below) at the applicable conversion prices. Excludes PIK interest on notes issued to certain reporting persons and other investors on February 17, 2015, 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 4's filed relating to the same securities.

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