WASHINGTON, D.C. 20549
(AMENDMENT NO. 42)
HealthCor Management, L.P.
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).
CUSIP
No. 141743104 |
13D |
Page
2 of 19 |
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(1) |
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NAME OF REPORTING PERSON
HealthCor Management, L.P. |
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|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
|
SEC USE ONLY
|
|
|
(4) |
|
SOURCE OF FUNDS
WC |
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(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
|
(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
0 |
|
(8) |
|
SHARED VOTING POWER
186,970,000 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
0
|
|
(10) |
|
SHARED DISPOSITIVE POWER
186,970,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,970,000 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
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(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8% |
|
|
(14) |
|
TYPE OF REPORTING PERSON
PN |
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|
CUSIP
No. 141743104 |
13D |
Page
3 of 19 |
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(1) |
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NAME OF REPORTING PERSON
HealthCor Associates, LLC |
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
|
SEC USE ONLY
|
|
|
(4) |
|
SOURCE OF FUNDS
AF |
|
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(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
|
(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
0 |
|
(8) |
|
SHARED VOTING POWER
186,970,000 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
0
|
|
(10) |
|
SHARED DISPOSITIVE POWER
186,970,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,970,000 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8% |
|
|
(14) |
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TYPE OF REPORTING PERSON
OO- limited liability company |
|
|
CUSIP
No. 141743104 |
13D |
Page
4 of 19 |
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(1) |
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NAME OF REPORTING PERSON
HealthCor Hybrid Offshore Master Fund, L.P. |
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(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
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SEC USE ONLY
|
|
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(4) |
|
SOURCE OF FUNDS
AF |
|
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(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
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(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
0 |
|
(8) |
|
SHARED VOTING POWER
186,970,000 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
0
|
|
(10) |
|
SHARED DISPOSITIVE POWER
186,970,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,970,000 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8% |
|
|
(14) |
|
TYPE OF REPORTING PERSON
PN |
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|
CUSIP
No. 141743104 |
13D |
Page
5 of 19 |
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(1) |
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NAME OF REPORTING PERSON
HealthCor Hybrid Offshore GP, LLC |
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
|
SEC USE ONLY
|
|
|
(4) |
|
SOURCE OF FUNDS
AF |
|
|
(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
|
(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
0 |
|
(8) |
|
SHARED VOTING POWER
186,970,000 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
0
|
|
(10) |
|
SHARED DISPOSITIVE POWER
186,970,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,970,000 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8% |
|
|
(14) |
|
TYPE OF REPORTING PERSON
OO-limited liability company |
|
|
CUSIP
No. 141743104 |
13D |
Page
6 of 19 |
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(1) |
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NAME OF REPORTING PERSON
HealthCor Group, LLC |
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(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
|
SEC USE ONLY
|
|
|
(4) |
|
SOURCE OF FUNDS
AF |
|
|
(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
|
(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
0 |
|
(8) |
|
SHARED VOTING POWER
186,970,0003 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
0
|
|
(10) |
|
SHARED DISPOSITIVE POWER
186,970,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,970,000 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8% |
|
|
(14) |
|
TYPE
OF REPORTING PERSON
OO-limited liability company |
|
|
CUSIP
No. 141743104 |
13D |
Page
7 of 19 |
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(1) |
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NAME OF REPORTING PERSON
HealthCor Partners Management, L.P. |
|
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(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
|
SEC USE ONLY
|
|
|
(4) |
|
SOURCE OF FUNDS
WC |
|
|
(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
|
(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
0 |
|
(8) |
|
SHARED VOTING POWER
173,030,000 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
0
|
|
(10) |
|
SHARED DISPOSITIVE POWER
173,030,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,030,000 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.5% |
|
|
(14) |
|
TYPE OF REPORTING PERSON
PN |
|
|
CUSIP
No. 141743104 |
13D |
Page
8 of 19 |
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(1) |
|
NAME OF REPORTING PERSON
HealthCor Partners Management GP, LLC |
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
|
SEC USE ONLY
|
|
|
(4) |
|
SOURCE OF FUNDS
AF |
|
|
(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
|
(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
0 |
|
(8) |
|
SHARED VOTING POWER
173,030,000 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
0
|
|
(10) |
|
SHARED DISPOSITIVE POWER
173,030,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,030,000 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.5% |
|
|
(14) |
|
TYPE OF REPORTING PERSON
OO- limited liability company |
|
|
CUSIP
No. 141743104 |
13D |
Page
9 of 19 |
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(1) |
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NAME OF REPORTING PERSON
HealthCor Partners Fund, L.P. |
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
|
SEC USE ONLY
|
|
|
(4) |
|
SOURCE OF FUNDS
AF |
|
|
(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
|
(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
0 |
|
(8) |
|
SHARED VOTING POWER
173,030,000 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
0
|
|
(10) |
|
SHARED DISPOSITIVE POWER
173,030,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,030,000 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.5% |
|
|
(14) |
|
TYPE OF REPORTING PERSON
PN |
|
|
CUSIP
No. 141743104 |
13D |
Page
10 of 19 |
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(1) |
|
NAME OF REPORTING PERSON
HealthCor Partners L.P. |
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
|
SEC USE ONLY
|
|
|
(4) |
|
SOURCE OF FUNDS
AF |
|
|
(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
|
(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
0 |
|
(8) |
|
SHARED VOTING POWER
173,030,000 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
0
|
|
(10) |
|
SHARED DISPOSITIVE POWER
173,030,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,030,000 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.5% |
|
|
(14) |
|
TYPE OF REPORTING PERSON
PN |
|
|
CUSIP
No. 141743104 |
13D |
Page
11 of 19 |
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(1) |
|
NAME OF REPORTING PERSON
HealthCor Partners GP, LLC |
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
|
SEC USE ONLY
|
|
|
(4) |
|
SOURCE OF FUNDS
AF |
|
|
(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
|
(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
0 |
|
(8) |
|
SHARED VOTING POWER
173,030,000 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
0
|
|
(10) |
|
SHARED DISPOSITIVE POWER
173,030,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,030,000 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.5% |
|
|
(14) |
|
TYPE OF REPORTING PERSON
OO- limited liability company |
|
|
CUSIP
No. 141743104 |
13D |
Page
12 of 19 |
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(1) |
|
NAME OF REPORTING PERSON
Jeffrey C. Lightcap |
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
|
SEC USE ONLY
|
|
|
(4) |
|
SOURCE OF FUNDS
AF, PF |
|
|
(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
|
(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
13,500,000 |
|
(8) |
|
SHARED VOTING POWER
173,030,000 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
13,500,000
|
|
(10) |
|
SHARED DISPOSITIVE POWER
173,030,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,530,000 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.2% |
|
|
(14) |
|
TYPE OF REPORTING PERSON
IN |
|
|
CUSIP
No. 141743104 |
13D |
Page
13 of 19 |
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(1) |
|
NAME OF REPORTING PERSON
Arthur Cohen |
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
|
SEC USE ONLY
|
|
|
(4) |
|
SOURCE OF FUNDS
AF, PF |
|
|
(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
|
(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
8,141,660 |
|
(8) |
|
SHARED VOTING POWER
360,000,000 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
8,141,660
|
|
(10) |
|
SHARED DISPOSITIVE POWER
360,000,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,141,660 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.3% |
|
|
(14) |
|
TYPE OF REPORTING PERSON
IN |
|
|
CUSIP
No. 141743104 |
13D |
Page
14 of 19 |
|
|
|
|
|
(1) |
|
NAME OF REPORTING PERSON
Joseph Healey |
|
|
(2) |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
|
|
(3) |
|
SEC USE ONLY
|
|
|
(4) |
|
SOURCE OF FUNDS
AF, PF |
|
|
(5) |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
|
|
(6) |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
(7) |
|
SOLE
VOTING POWER
6,000,000 |
|
(8) |
|
SHARED
VOTING POWER
360,000,000 |
|
(9) |
|
SOLE
DISPOSITIVE POWER
6,000,000
|
|
(10) |
|
SHARED
DISPOSITIVE POWER
360,000,000 |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,000,000 |
|
|
(12) |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.0% |
|
|
(14) |
|
TYPE OF REPORTING PERSON
IN |
|
|
CUSIP
No. 141743104 |
13D |
Page
15 of 19 |
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 and Amendment No. 41 filed January 4, 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 certain outstanding Replacement Notes held by the Reporting Persons in aggregate principal amount of $20,764,166
into Common Stock as described in more detail under Item 6.
Percentages in this Statement are based on 401,380,748
shares of Common Stock outstanding, calculated as the sum of (a) 139,380,748 shares of Common Stock outstanding as of November 21,
2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21,
2022, and (b) 262,000,000 shares of Common Stock issued in connection with the Conversion Agreement described in Item 6 below to the holders
of Replacement Notes, including the Reporting Persons, on March 30, 2023.
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, including (i) an aggregate of 207,641,660 shares of Common
Stock held directly by the Reporting Persons and (ii) an aggregate of 180,000,000 shares of Common Stock that may be acquired upon conversion
of the unconverted Replacement Notes described herein.
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Of the amount beneficially owned by the Reporting Persons:
(i) HCP Fund is the beneficial owner of (a) 86,515,000 shares
of Common Stock held directly that were issued upon the conversion of $8,651,500 principal amount of Replacement Notes on March 30, 2023,
and (b) 86,515,000 shares of Common Stock underlying the unconverted principal amount of the Replacement Note held by it;
(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 beneficially owned by the HCP Fund;
(iii) Hybrid Fund is the beneficial owner of (a) 93,485,000
shares of Common Stock held directly that were issued upon the conversion of $9,348,500 principal amount of Replacement Notes on March
30, 2023, and (b) 93,485,000 shares of Common Stock underlying the unconverted principal amount of the Replacement Note held by it;
(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 beneficial owner of 13,500,000 shares of Common Stock issued to him on March March 30, 2023 upon conversion of 100% of the Replacement
Notes previously held by him;
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(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 beneficial owner of 8,141,660 shares of Common Stock issued to him on March 30, 2023 upon conversion of 100%
of the Replacement Note previously held by him; 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 beneficial owner of 6,000,000 shares of Common Stock issued to him on March 30, 2023 upon conversion of 100%
of the Replacement Note previously held by him.
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. 41 to the Original Statement, on December
30, 2022, the Reporting Persons entered into a Consent and Agreement to Cancel and Exchange Existing Notes and Issue Replacement Notes
and Cancel Warrants (the “Cancellation Agreement”) among the Issuer, the Reporting Persons and certain other holders of convertible
notes and warrants of the Issuer, pursuant to which the Reporting Persons, along with the other investor parties to that agreement, surrendered
certain outstanding convertible notes held by them (the “Cancelled Notes”) in exchange for Replacement Notes described therein,
and surrendered certain warrants for cancellation. In exchange for the Cancelled Notes, the Issuer issued the Replacement Notes in principal
amounts of (a) $17,303,000 to HCP Fund; (b) $18,697,000 to Hybrid Fund; (c) $1,350,000 to Mr. Lightcap; (d) $814,166 to Mr. Cohen; and
(e) $600,000 to Mr. Healey. The Replacement Notes do not bear interest, mature on December 31, 2023, and are convertible into common stock
of the Issuer in whole or in part at any time at a conversion price of $0.10 per share, subject to adjustment upon the occurrence of stock
splits, reverse stock splits and similar recapitalization events.
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 under the Conversion Agreement. HCP Fund and Hybrid Fund currently expect 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, in accordance with the Conversion Agreement, (a) HCP
Fund converted $8,651,500 principal amount of Replacement Notes into 86,515,000 shares of Common Stock; (b) Hybrid Fund converted $9,348,500
principal amount of Replacement Notes into 93,485,000 shares of Common Stock; (c) Mr. Lightcap converted $1,350,000 principal amount of
Replacement Notes into 13,500,000 shares of Common Stock; (d) Mr. Cohen converted $814,166 principal amount of Conversion Notes into 8,141,660
shares of Common Stock; (e) Mr. Healey converted $600,000 principal amount of Replacement Notes into 6,000,000 shares of Common Stock;
and (f) holders of Replacement Notes other than the Reporting Persons converted $5,435,834 principal amount of Replacement Notes into
54,358,340 shares of Common Stock.
The parties to the Conversion Agreement have agreed not to transfer
the shares received upon conversion of their Replacement Notes for a period ending December 31, 2023.
The description of the Conversion Agreement set forth under this Item
6 is qualified in its entirety by the terms of such agreement, a copy of which is included as an exhibit to this Statement.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby supplemented as follows:
70 | Conversion Agreement (incorporated by reference from Exhibit 10.01 to the Issuer’s Current Report on Form 8-K filed March 31,
2023). |
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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.
April 3, 2023
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HEALTHCOR MANAGEMENT, L.P. |
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By: |
HealthCor Associates, LLC, its general partner |
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By: /s/ Arthur Bruce Cohen |
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Name: Arthur Bruce Cohen |
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Title: Authorized Signatory |
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HEALTHCOR HYBRID OFFSHORE GP, LLC, for itself and as general partner on behalf of HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P. |
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By: |
HealthCor Group, LLC, its general partner |
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By: /s/ Arthur Bruce Cohen |
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Name: Arthur Bruce Cohen |
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Title: Authorized Signatory |
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HEALTHCOR ASSOCIATES, LLC |
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By: /s/ Arthur Bruce Cohen |
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Name: Arthur Bruce Cohen |
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Title: Authorized Signatory |
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HEALTHCOR GROUP, LLC |
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By: /s/ Arthur Bruce Cohen |
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Name: Arthur Bruce Cohen |
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Title: Authorized Signatory |
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HEALTHCOR PARTNERS MANAGEMENT, L.P. |
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By: |
HealthCor Partners Management GP, LLC, its general partner |
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By: /s/ Jeffrey C.
Lightcap |
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Name: Jeffrey C. Lightcap |
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Title: Member |
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HEALTHCOR PARTNERS MANAGEMENT GP, LLC |
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By: /s/ Jeffrey C. Lightcap |
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Name: Jeffrey C. Lightcap |
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Title: Member |
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HEALTHCOR PARTNERS L.P., for itself and as general partner on behalf of HEALTHCOR PARTNERS FUND, L.P. |
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By: |
HealthCor Partners GP, LLC, its general partner |
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By: /s/ Jeffrey C. Lightcap |
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Name: Jeffrey C. Lightcap |
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Title: Member |
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HEALTHCOR PARTNERS GP, LLC |
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By: /s/ Jeffrey C. Lightcap |
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Name: Jeffrey C. Lightcap |
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Title: Member |
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JEFFREY C. LIGHTCAP, Individually |
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/s/ Jeffrey C. Lightcap |
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JOSEPH HEALEY, Individually |
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/s/ Joseph Healey |
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ARTHUR COHEN, Individually |
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/s/ Arthur Cohen |