Sec Form 13D Filing - HealthCor Management L.P. filing for CareView Communications, Inc. (CRVW) - 2023-05-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 43) 

CareView Communications, Inc. 

(Name of Issuer)

Common Stock, $.001 Par Value Per Share 

(Title Class of Securities)

141743104 

(CUSIP Number)

HealthCor Management, L.P.

55 Hudson Yards, 28th Floor

New York, New York 10001

Attention: Arthur Cohen

(212) 622-7800

With a Copy to:

Eugene McDermott

Locke Lord LLP

2800 Financial Plaza

Providence, RI 02903

(401) 276-6471 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 24, 2023 

(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. 42 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, as amended by Amendment No. 1 filed October 3, 2011, Amendment No. 2 filed January 3, 2012, Amendment No. 3 filed February 2, 2012, Amendment No. 4 filed October 2, 2012, Amendment No. 5 filed April 5, 2013, Amendment No. 6 filed October 2, 2013, Amendment No. 7 filed January 3, 2014, Amendment No. 8 filed January 21, 2014, Amendment No. 9 filed July 1, 2014, Amendment No. 10 filed January 6, 2015, Amendment No. 11 filed February 20, 2015, Amendment No. 12 filed April 12, 2015, Amendment No. 13 filed July 6, 2015, Amendment No. 14 filed October 2, 2015, Amendment No. 15 filed January 4, 2016, Amendment No. 16 filed April 6, 2016, Amendment No. 17 filed July 1, 2016, Amendment No. 18 filed October 3, 2016, Amendment No. 19 filed January 3, 2017, Amendment No. 20 filed April 3, 2017, Amendment No. 21 filed July 5, 2017, Amendment No. 22 filed October 2, 2017, Amendment No. 23 filed January 3, 2018, Amendment No. 24 filed February 28, 2018, Amendment No. 25 filed July 17, 2018, Amendment No. 26 filed January 3, 2019, Amendment No. 27 filed May 17, 2019, Amendment No. 28 filed January 2, 2020, Amendment No. 29 filed February 10, 2020, Amendment No. 30 filed July 2, 2020, Amendment No. 31 filed October 2, 2020, Amendment No. 32 filed January 5, 2021, Amendment No. 33 filed April 1, 2021, Amendment No. 34 filed April 22, 2021, Amendment No. 35 filed July 1, 2021, Amendment No. 36 filed October 4, 2021, Amendment No. 37 filed January 4, 2022, Amendment No. 38 filed March 10, 2022, Amendment No. 39 filed July 1, 2022, Amendment No. 40 filed July 15, 2022 Amendment No. 41 filed January 4, 2023 and Amendment No. 42 filed April 3, 2023 (collectively, 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 conversion of the remaining outstanding Replacement Notes held by the Funds, in aggregate principal amount of $18,000,000, into Common Stock as described in more detail under Item 6.

Percentages in this Statement are based on 583,880,748 shares of Common Stock outstanding, which amount gives effect to the issuance of 180,000,000 shares of Common Stock issued upon conversion of the remaining principal amount of Replacement Notes as described under Item 6..

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 387,641,660 shares of Common Stock, representing approximately 66.4% of the outstanding shares of Common Stock.

Of the amount beneficially owned by the Reporting Persons:

(i) HCP Fund is the beneficial owner of 173,030,000 shares of Common Stock held directly, which includes 86,515,000 shares of Common Stock that were issued upon the conversion of $8,651,500 principal amount of Replacement Notes on May 24, 2023 as described in this Amendment;

(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., and HCPMGP may be deemed to share beneficial ownership with HCP Fund of the shares of Common Stock benefi cially owned by the HCP Fund;

(iii) Hybrid Fund is the beneficial owner of 186,970,000 shares of Common Stock held directly, which includes 93,485,000 shares of Common Stock that were issued upon the conversion of $9,348,500 principal amount of Replacement Notes on May 24, 2023;

(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 Hybrid Fund;

(v) By virtue of his relationship to HCP Fund, Mr. Lightcap may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by HCP Fund. In addition, Mr. Lightcap is the sole beneficial owner of 13,500,000 shares of Common Stock;

(vi) By virtue of his relationship to HCP Fund and Hybrid Fund, Mr. Cohen may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by each of the Funds. In addition, Mr. Cohen is the sole beneficial owner of 8,141,660 shares of Common Stock; and

(vii) By virtue of his relationship to HCP Fund and Hybrid Fund, Mr. Healey may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by each of the Funds. In addition, Mr. Healey is the sole beneficial owner of 6,000,000 shares of Common Stock.

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 or any other Reporting Person. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims such beneficial ownership.

(b)       The information in Items 7 through 10 of each cover page to this Statement is incorporated by reference into this Item 5(b).

(c)        Except for the transactions described under Item 6, the Reporting Persons have effected no transactions relating to the Common Stock in 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:

As reported in Amendment No. 42 to the Original Statement, on March 30, 2023, the Reporting Persons, along with the other holders of Replacement Notes, executed a Replacement Note Conversion Agreement (the “Conversion Agreement”) among the Company, the Reporting Persons, and each other holder of Replacement Notes, through which the parties elected to convert their Replacement Notes into shares of Common Stock, except that each of HCP Fund and Hybrid Fund elected to convert only fifty percent (50%) of the Replacement Notes held by them at the time of the Conversion Agreement. HCP Fund and Hybrid Fund indicated that they intended to convert the remainder of their outstanding Replacement Notes (in principal amounts of $8,651,500 and $9,348,500, respectively) following the approval by the Issuer’s stockholders of an amendment to its certificate of incorporation increasing the number of authorized shares of Common Stock of the Issuer.

Consequently, on May 24, 2023, (a) HCP Fund converted all of its remaining $8,651,500 principal amount of Replacement Notes into 86,515,000 shares of Common Stock, and (b) Hybrid Fund converted all of its remaining $9,348,500 principal amount of Replacement Notes into 93,485,000 shares of Common Stock.

SIGNATURES

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.

May 26, 2023