Page 16 of 20 – SEC Filing
| CUSIP NO. 141743104 | 13D | Page 16 of 20 |
This Amendment No. 22 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 and Amendment No. 21 filed July 5, 2017 (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 interest payments paid in kind on the 2011 Notes, 2012 Notes, 2014 Notes and 2015 Notes on September 30, 2017.
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 88,744,594 shares of Common Stock,
representing (i) 8,265,522 shares of Common Stock that may be acquired upon conversion of the 2015 Notes (including interest paid
in kind through September 30, 2017), (ii) 19,725,294 shares of Common Stock that may be acquired upon conversion of the 2014
Notes (including interest paid in kind through September 30, 2017), (iii) 7,906,605 shares of Common Stock that may be acquired
upon conversion of the 2012 Notes (including interest paid in kind through September 30, 2017), (iv) 34,147,905 shares of
Common Stock that may be acquired upon conversion of the 2011 Notes (including interest paid in kind through September 30, 2017),
(v) 11,782,859 shares of Common Stock that may be acquired upon exercise of the 2011 Warrants, (vi) 4,000,000 shares of Common
Stock that may be acquired upon exercise of the 2014 Warrants (vii) 1,916,409 shares of Common Stock that may be acquired upon
exercise of the 2015 Warrants and (viii) 1,000,000 shares of Common Stock that may be acquired upon exercise of the Sixth Amendment
Warrants (the 2011 Warrants, the 2014 Warrants, the 2015 Warrants and the Sixth Amendment Warrants together, the “Warrants”).
This aggregate amount represents approximately 38.9% of the Issuer’s outstanding common stock, based upon 139,380,748 shares
outstanding, as reported outstanding as of August 10, 2017 in the Issuer’s most recent Quarterly Report on Form 10-Q,
and gives effect to the conversion of all 2011 Notes, 2012 Notes, 2014 Notes and 2015 Notes held by the Reporting Persons into
Common Stock and the exercise of all Warrants held by the Reporting Persons.
