Sec Form 4 Filing - HealthCor Management, L.P. @ CareView Communications Inc - 2023-03-30

Insider filing report for Changes in Beneficial Ownership
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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)
55 HUDSON YARDS, 28TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
03/30/2023
(Street)
NEW YORK, NY10001
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
Common Stock 03/30/2023 C 86,515,000 A $ 0.1 86,515,000 I By HCP Fund ( 1 )
Common Stock 03/30/2023 C 93,485,000 A $ 0.1 93,485,000 I By Hybrid Fund ( 2 )
Common Stock 03/30/2023 C 6,500,000 A $ 0.1 6,500,000 I By Jeffrey Lightcap
Common Stock 03/30/2023 C 7,000,000 A $ 0.1 7,000,000 I By Jeffrey Lightcap IRA
Common Stock 03/30/2023 C 8,141,660 A $ 0.1 8,141,660 I By Arthur Cohen
Common Stock 03/30/2023 C 6,000,000 A $ 0.1 6,000,000 I By Joseph Healey
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 2023 $ 0.1 03/30/2023 C 12/30/2022 12/31/2023 Common Stock 86,515,000 $ 0 $ 8,651,500 I By HCP Fund ( 1 )
Senior Secured Convertible Note due 2023 $ 0.1 03/30/2023 C 12/30/2022 12/31/2023 Common Stock 93,485,000 $ 0 $ 9,348,500 I By Hybrid Fund ( 2 )
Senior Secured Convertible Note due 2023 $ 0.1 03/30/2023 C 12/30/2022 12/31/2023 Common Stock 6,500,000 $ 0 $ 0 I By Jeffrey Lightcap
Senior Secured Convertible Note due 2023 $ 0.1 03/30/2023 C 12/30/2022 12/31/2023 Common Stock 7,000,000 $ 0 $ 0 I By Jeffrey Lightcap IRA
Senior Secured Convertible Note due 2023 $ 0.1 03/30/2023 C 12/30/2022 12/31/2023 Common Stock 8,141,660 $ 0 $ 0 I By Arthur Cohen
Senior Secured Convertible Note due 2023 $ 0.1 03/30/2023 C 12/30/2022 12/31/2023 Common Stock 6,000,000 $ 0 $ 0 I By Joseph Healey
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HealthCor Management, L.P.
55 HUDSON YARDS, 28TH FLOOR
NEW YORK, NY10001
X X
HealthCor Partners GP, LLC
701 EAST BAY STREET, SUITE 516
CHARLESTON, SC29403
X X
Lightcap Jeffrey C
701 EAST BAY STREET, SUITE 516
CHARLESTON, SC29403
X X
Cohen Arthur Bruce
12 SOUTH MAIN STREET
SUITE #203
NORWALK, CT06854
X X
Healey Joseph Patrick
55 HUDSON YARDS, 28TH FLOOR
NEW YORK, NY10001
X X
Signatures
HealthCor Management, L.P., By: HealthCor Associates, LLC, its general partner, By: /s/ Arthur Bruce Cohen, Authorized Signatory 04/04/2023
Signature of Reporting Person Date
Hea lthCor Partners GP, LLC, By: /s/ Jeffrey C. Lightcap, Member 04/04/2023
Signature of Reporting Person Date
/s/ Jeffrey C. Lightcap 04/04/2023
Signature of Reporting Person Date
/s/ Arthur Bruce Cohen 04/04/2023
Signature of Reporting Person Date
/s/ Joseph Healey 04/04/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.

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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