HealthCor Management, L.P. - Dec 30, 2022 Form 4 Insider Report for CareView Communications Inc (CRVW.OB)

Role
Director, 10%+ Owner
Signature
HealthCor Management, L.P., By: HealthCor Associates, LLC, its general partner, By: /s/ Arthur Bruce Cohen, Authorized Signatory
Stock symbol
CRVW.OB
Transactions as of
Dec 30, 2022
Transactions value $
$18,461,720
Form type
4
Date filed
1/4/2023, 03:04 PM
Previous filing
Jul 1, 2022
Next filing
Apr 4, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CRVW.OB Senior Secured Convertible Note due 2024 Disposed to Issuer -$5.77M $0 Dec 30, 2022 Common Stock 14.4M $0.40 By HCP Fund F1, F2, F3, F4
transaction CRVW.OB Senior Secured Convertible Note due 2024 Disposed to Issuer -$6.62M $0 Dec 30, 2022 Common Stock 16.5M $0.40 By Hybrid Fund F1, F2, F3, F5
transaction CRVW.OB Senior Secured Convertible Note due 2025 Disposed to Issuer -$2.23M $0 Dec 30, 2022 Common Stock 4.28M $0.52 By HCP Fund F1, F2, F3, F4
transaction CRVW.OB Senior Secured Convertible Note due 2025 Disposed to Issuer -$1.56M $0 Dec 30, 2022 Common Stock 3M $0.52 By Jeffrey Lightcap IRA F1, F2, F3
transaction CRVW.OB Senior Secured Convertible Note due 2025 Disposed to Issuer -$1.81M $0 Dec 30, 2022 Common Stock 3.48M $0.52 By Arthur Cohen F1, F2, F3
transaction CRVW.OB Senior Secured Convertible Note due 2025 Disposed to Issuer -$1.34M $0 Dec 30, 2022 Common Stock 2.57M $0.52 By Joseph Healey F1, F2, F3
transaction CRVW.OB Senior Secured Convertible Note due 2028 Disposed to Issuer -$402K $0 Dec 30, 2022 Common Stock 8.03M $0.05 By Jeffrey Lightcap F1, F2, F3
transaction CRVW.OB Senior Secured Convertible Note due 2028 Disposed to Issuer -$383K $0 Dec 30, 2022 Common Stock 7.66M $0.05 By Jeffrey Lightcap F1, F2, F3
transaction CRVW.OB Senior Secured Convertible Note due 2029 Disposed to Issuer -$69.1K $0 Dec 30, 2022 Common Stock 2.3M $0.03 By Jeffrey Lightcap F1, F2, F3
transaction CRVW.OB Senior Secured Convertible Note due 2030 Disposed to Issuer -$126K $0 Dec 30, 2022 Common Stock 12.6M $0.01 By Jeffrey Lightcap F1, F2, F3
transaction CRVW.OB Senior Secured Convertible Note due 2023 Award $17.3M $17.3M Dec 30, 2022 Common Stock 173M $0.10 By HCP Fund F1, F2, F3, F4
transaction CRVW.OB Senior Secured Convertible Note due 2023 Award $18.7M $18.7M Dec 30, 2022 Common Stock 187M $0.10 By Hybrid Fund F1, F2, F3, F5
transaction CRVW.OB Senior Secured Convertible Note due 2023 Award $650K $650K Dec 30, 2022 Common Stock 6.5M $0.10 By Jeffrey Lightcap F1, F2, F3
transaction CRVW.OB Senior Secured Convertible Note due 2023 Award $700K $700K Dec 30, 2022 Common Stock 7M $0.10 By Jeffrey Lightcap IRA F1, F2, F3
transaction CRVW.OB Senior Secured Convertible Note due 2023 Award $814K $814K Dec 30, 2022 Common Stock 8.14M $0.10 By Arthur Cohen F1, F2, F3
transaction CRVW.OB Senior Secured Convertible Note due 2023 Award $600K $600K Dec 30, 2022 Common Stock 6M $0.10 By Joseph Healey F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 30, 2022, the reporting persons exchanged all outstanding notes issued under the Note and Warrant Purchase Agreement dated as of April 21, 2011, as amended, including notes issued in 2011 and 2012 with an aggregate principal balance of $56,610,135 which had previously been amended to remove the conversion feature, for replacement notes in the indicated principal amounts with a conversion price of $0.10 per share. At the same time, the reporting persons surrendered for cancellation all outstanding warrants held by them, representing an aggregate of 11,978,909 shares, for no value, the reporting of which is exempt under Rule 16a-4(d) of the Exchange Act.
F2 Immediately exercisable.
F3 See footnote (1).
F4 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.
F5 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.