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Filing Details

Accession Number:: 0001144204-13-000609
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-01-03 21:18:11
Reporting Period:: 2012-02-03

Filing Date:: 2013-01-03
Accepted Time:: 2013-01-03 21:18:11
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1142406	Carepayment Technologies Inc.	CPYT	Short-Term Business Credit Institutions (6153)	911758621

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1286568	Aequitas Commercial Finance, Llc	5300 Meadows Road Suite 400 Lake Oswego OR 97035	No	No	Yes	No
1360663	Aequitas Capital Management Inc.	5300 Meadows Road Suite 400 Lake Oswego OR 97305	No	No	Yes	No
1394195	Aequitas Catalyst Fund Llc	5300 Meadows Road Suite 400 Lake Oswago OR 97035	No	No	Yes	No
1455890	Aequitas Management Llc	5300 Meadows Road Suite 400 Lake Oswego OR 97035	No	No	Yes	No
1492061	Aequitas Carepayment Founders Fund, Llc	5300 Meadows Road Suite 400 Lake Oswego OR 97035	No	No	Yes	No
1501291	Aequitas Holdings, Llc	5300 Meadows Road Suite 400 Lake Oswego OR 97305	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2012-02-03	50,000	$0.80	109,227	No	4	P	Indirect	By Aequitas Capital Management, Inc.
Class A Common Stock	Acquisiton	2012-04-30	2,000,000	$1.00	2,011,260	No	4	P	Indirect	By Aequitas Commercial Finance, LLC
Class A Common Stock	Disposition	2012-09-11	1,132,398	$0.00	67,602	No	4	J	Indirect	By Aequitas CarePayment Founders Fund, LLC
Class A Common Stock	Acquisiton	2012-09-11	547,514	$0.00	2,558,774	No	4	J	Indirect	By Aequitas Commercial Finance, LLC
Class A Common Stock	Acquisiton	2012-09-11	96	$0.00	96	No	4	J	Indirect	By Aequitas Investment Management, LLC
Class A Common Stock	Acquisiton	2012-11-14	23,590	$1.00	2,582,364	No	4	P	Indirect	By Aequitas Commercial Finance, LLC
Class A Common Stock	Acquisiton	2012-12-27	23,590	$1.00	2,605,954	No	4	P	Indirect	By Aequitas Commercial Finance, LLC
Class A Common Stock	Acquisiton	2012-12-27	33,969	$1.00	2,639,923	No	4	P	Indirect	By Aequitas Commercial Finance, LLC
Class A Common Stock	Acquisiton	2012-12-27	47,179	$1.00	2,687,102	No	4	P	Indirect	By Aequitas Commercial Finance, LLC
Class A Common Stock	Acquisiton	2012-12-27	23,590	$1.00	2,710,692	No	4	P	Indirect	By Aequitas Commercial Finance, LLC
Class A Common Stock	Acquisiton	2012-12-27	23,590	$1.00	2,734,282	No	4	P	Indirect	By Aequitas Commercial Finance, LLC
Class A Common Stock	Acquisiton	2012-12-31	676,020	$0.00	743,622	No	4	C	Indirect	By Aequitas CarePayment Founders Fund, LLC
Class A Common Stock	Acquisiton	2012-12-31	7,230,220	$0.00	9,964,502	No	4	C	Indirect	By Aequitas Commercial Finance, LLC
Class A Common Stock	Acquisiton	2012-12-31	960	$0.00	1,056	No	4	C	Indirect	By Aequitas Investment Management, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Aequitas Capital Management, Inc.
No	4	P	Indirect	By Aequitas Commercial Finance, LLC
No	4	J	Indirect	By Aequitas CarePayment Founders Fund, LLC
No	4	J	Indirect	By Aequitas Commercial Finance, LLC
No	4	J	Indirect	By Aequitas Investment Management, LLC
No	4	P	Indirect	By Aequitas Commercial Finance, LLC
No	4	P	Indirect	By Aequitas Commercial Finance, LLC
No	4	P	Indirect	By Aequitas Commercial Finance, LLC
No	4	P	Indirect	By Aequitas Commercial Finance, LLC
No	4	P	Indirect	By Aequitas Commercial Finance, LLC
No	4	P	Indirect	By Aequitas Commercial Finance, LLC
No	4	C	Indirect	By Aequitas CarePayment Founders Fund, LLC
No	4	C	Indirect	By Aequitas Commercial Finance, LLC
No	4	C	Indirect	By Aequitas Investment Management, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Series D Convertible Preferred Stock	Disposition	2012-06-30	1,132,398	$0.00	1,132,398	$0.00
Class A Common Stock	Series D Convertible Preferred Stock	Acquisiton	2012-06-30	547,514	$0.00	547,514	$0.00
Class A Common Stock	Series D Convertible Preferred Stock	Acquisiton	2012-06-30	96	$0.00	96	$0.00
Class A Common Stock	Series D Convertible Preferred Stock	Acquisiton	2012-11-14	23,590	$10.94	23,590	$0.00
Class A Common Stock	Series D Convertible Preferred Stock	Acquisiton	2012-12-27	23,590	$10.80	23,590	$0.00
Class A Common Stock	Series D Convertible Preferred Stock	Acquisiton	2012-12-27	23,590	$10.73	23,590	$0.00
Class A Common Stock	Series D Convertible Preferred Stock	Acquisiton	2012-12-27	33,969	$10.96	33,969	$0.00
Class A Common Stock	Series D Convertible Preferred Stock	Acquisiton	2012-12-27	47,179	$10.96	47,179	$0.00
Class A Common Stock	Series D Convertible Preferred Stock	Acquisiton	2012-12-27	23,590	$10.76	23,590	$0.00
Class A Common Stock	Series D Convertible Preferred Stock	Disposition	2012-12-31	67,602	$0.00	676,020	$0.00
Class A Common Stock	Series D Convertible Preferred Stock	Disposition	2012-12-31	723,022	$0.00	7,230,220	$0.00
Class A Common Stock	Series D Convertible Preferred Stock	Disposition	2012-12-31	96	$0.00	960	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
67,602	No	4	J	Indirect
547,514	No	4	J	Indirect
96	No	4	J	Indirect
571,104	No	4	P	Indirect
594,694	No	4	P	Indirect
618,284	No	4	P	Indirect
652,253	No	4	P	Indirect
699,432	No	4	P	Indirect
723,022	No	4	P	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	462,603	Indirect	By Aequitas Catalyst Fund, LLC

Footnotes

The voting and investment decisions with respect to the reported securities of CarePayment Technologies, Inc. (the "Company") owned by Aequitas CarePayment Founders Fund, LLC ("Founders Fund"), Aequitas Catalyst Fund, LLC ("Catalyst Fund"), Aequitas Capital Management, Inc. ("Aequitas"), Aequitas Commercial Finance, LLC ("ACF"), Aequitas Holdings, LLC ("Aequitas Holdings") and Aequitas Investment Management, LLC ("AIM") are directly determined by each entity's, or its manager's, Public Securities Investment Committee ("PSIC"). Each PSIC is composed of at least three members. Appointments to a PSIC must be approved by at least three members of Aequitas Management, LLC ("AML") holding, in the aggregate, at least 50% of AML's membership interests. (Continued at Footnote 2)
(Continued from Footnote 1) Accordingly, AML may be deemed to be the indirect beneficial owner of the reported securities that are directly owned by Aequitas Holdings, Aequitas, ACF, Founders Fund, Catalyst Fund and AIM. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests, if any, therein.
On April 30, 2012, the Company issued 2,000,000 shares of Class A Common Stock to ACF, in connection with the conversion to Class A Common Stock of $2,000,000 of unpaid principal balance owed by the Company to ACF on a business loan.
On September 11, 2012, Founders Fund transferred 1,132,398 shares of Class A Common Stock to its members, including 547,514 shares to ACF and 96 shares to AIM, in connection with the dissolution and winding up of Founders Fund. 67,602 shares of Class A Common Stock were held in Founders Fund following the transfers in order to cover outstanding expenses incurred in dissolution.
On December 31, 2012, the reporting persons converted shares of the Company's Series D Convertible Preferred Stock into shares of Class A Common Stock on a 10-for-1 basis.
As of the date of this Form 4, the Series D Convertible Preferred Stock is convertible into shares of Class A Common Stock at any time at the option of the holder and had no expiration date. However, the Series D Convertible Preferred Stock are subject to mandatory redemption by the Company during January 2013 out of legally available funds. The Series D Convertible Preferred Stock are convertible on a 10-for-1 basis or such lower ratio as determined in accordance with the Company's Second Amended and Restated Certificate of Designation as of the date of conversion.
On June 30, 2012, Founders Fund transferred 1,132,398 shares of Series D Convertible Preferred Stock to its members, including 547,514 shares to ACF and 96 shares to AIM in connection with the dissolution and winding up of Founders Fund. 67,602 shares of Series D Convertible Preferred Stock were held in Founders Fund following the transfers in order to cover outstanding expenses incurred in dissolution.