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Sec Form 4 Filing - HealthCor Management L.P. @ CareView Communications Inc - 2017-12-31

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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
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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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 (MM/DD/YY)
12/31/2017
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 2021 (PIK Interest) ( 1 ) $ 1.25 12/31/2017 A ( 2 ) 04/20/2021 Common Stock 397,652 $ 0 $ 20,379,683 I By HCP Fund ( 3 )
Senior Secured Convertible Note due 2021 (PIK Interest) ( 1 ) $ 1.25 12/31/2017 A ( 2 ) 04/20/2021 Common Stock 456,045 $ 0 $ 23,372,320 I By Hybrid Fund ( 4 )
Senior Secured Convertible Note due 2022 (PIK Interest) ( 1 ) $ 1.25 12/31/2017 A ( 2 ) 01/30/2022 Common Stock 92,072 $ 0 $ 4,718,711 I By HCP Fund ( 3 )
Senior Secured Convertible Note due 2022 (PIK Interest) ( 1 ) $ 1.25 12/31/2017 A ( 2 ) 01/30/2022 Common Stock 105,593 $ 0 $ 5,411,627 I By Hybrid Fund ( 4 )
Senior Secured Convertible Note due 2024 (PIK Interest) ( 1 ) $ 0.4 12/31/2017 A ( 2 ) 01/15/2024 Common Stock 287,126 $ 0 $ 3,790,067 I By HCP Fund ( 3 )
Senior Secured Convertible Note due 2024 (PIK Interest) ( 1 ) $ 0.4 12/31/2017 A ( 2 ) 01/15/2024 Common Stock 329,289 $ 0 $ 4,346,616 I By Hybrid Fund ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HealthCor Management, L.P.
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X X
HealthCor Associates, LLC
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X X
HealthCor Hybrid Offshore Master Fund, L.P.
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X X
HealthCor Hybrid Offshore GP, LLC
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X X
HealthCor Group, LLC
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X X
HealthCor Partners Management LP
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X X
HealthCor Partners Management GP, LLC
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X X
HealthCor Partners Fund LP
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X X
HealthCor Partners LP
152 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
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 Hybrid Offshore GP, LLC for itself and as general partner on behalf of HealthCor Hybrid Offshore Master Fund, L.P., By: HealthCor Group, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel 01/03/2018
** Signature of Reporting Person Date
HealthCor Associates, LLC, By: /s/ Anabelle P. Gray, General Counsel 01/03/2018
** Signature of Reporting Person Date
HealthCor Group, LLC, By: /s/ Anabelle P. Gray, General Counsel 01/03/2018
** Signature of Reporting Person Date
HealthCor Partners Management, L.P., By: HealthCor Partners Management GP, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel 01/03/2018
** Signature of Reporting Person Date
HealthCor Partners Management GP, LLC, By: /s/ Anabelle P. Gray, General Counsel 01/03/2018
** 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 01/03/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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