HealthCor Partners Management Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HealthCor Management, L.P.

(Last) (First) (Middle)

152 W. 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2017

4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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		$497,065		(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		$570,057		(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		$115,091		(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		$131,991		(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		$114,851		(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		$131,716		(2)	01/15/2024	Common Stock	329,289	$0	$4,346,616	I	By Hybrid Fund(4)

1. Name and Address of Reporting Person^*

HealthCor Management, L.P.

(Last) (First) (Middle)

152 W. 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HealthCor Associates, LLC

(Last) (First) (Middle)

152 W. 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HealthCor Hybrid Offshore Master Fund, L.P.

(Last) (First) (Middle)

152 W. 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HealthCor Hybrid Offshore GP, LLC

(Last) (First) (Middle)

152 W. 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HealthCor Group, LLC

(Last) (First) (Middle)

152 W. 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HealthCor Partners Management LP

(Last) (First) (Middle)

152 W. 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HealthCor Partners Management GP, LLC

(Last) (First) (Middle)

152 W. 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HealthCor Partners Fund LP

(Last) (First) (Middle)

152 W. 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HealthCor Partners LP

(Last) (First) (Middle)

152 W. 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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.

	HealthCor Management, L.P., By: HealthCor Associates, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel	01/03/2018
	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
	HealthCor Associates, LLC, By: /s/ Anabelle P. Gray, General Counsel	01/03/2018
	HealthCor Group, LLC, By: /s/ Anabelle P. Gray, General Counsel	01/03/2018
	HealthCor Partners Management, L.P., By: HealthCor Partners Management GP, LLC, its general partner, By: /s/ Anabelle P. Gray, General Counsel	01/03/2018
	HealthCor Partners Management GP, LLC, By: /s/ Anabelle P. Gray, General Counsel	01/03/2018
	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
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