WASHINGTON, D.C. 20549
(AMENDMENT NO. 19)
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.
CUSIP NO. 141743104
|
13D
|
Page
2
of
20
|
(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
3
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
HealthCor Management, L.P.
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
0
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
39,426,034
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
39,426,034
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
|
|
|
BY EACH REPORTING PERSON
|
|
|
|
39,426,034
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED
|
|
|
BY AMOUNT IN ROW (11)
|
|
|
|
22.0%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
PN
|
CUSIP NO. 141743104
|
13D
|
Page
4
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
HealthCor Associates, LLC
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
0
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
39,426,034
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
39,426,034
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
39,426,034
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
22.0%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
OO- limited liability company
|
CUSIP NO. 141743104
|
13D
|
Page
5
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
HealthCor Hybrid Offshore Master Fund, L.P.
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
Cayman Islands
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
0
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
39,426,034
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
39,426,034
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
39,426,034
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
22.0%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
PN
|
CUSIP NO. 141743104
|
13D
|
Page
6
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
HealthCor Hybrid Offshore GP, LLC
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
0
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
39,426,034
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
39,426,034
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
39,426,034
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
22.0%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
OO-limited liability company
|
CUSIP NO. 141743104
|
13D
|
Page
7
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
HealthCor Group, LLC
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
0
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
39,426,034
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
39,426,034
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
39,426,034
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
22.0%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
OO-limited liability company
|
CUSIP NO. 141743104
|
13D
|
Page
8
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
HealthCor Partners Management, L.P.
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
0
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
37,413,352
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
37,413,352
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
37,413,352
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
21.2%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
PN
|
CUSIP NO. 141743104
|
13D
|
Page
9
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
HealthCor Partners Management GP, LLC
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
0
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
37,413,352
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
37,413,352
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
37,413,352
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
21.2%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
OO- limited liability company
|
CUSIP NO. 141743104
|
13D
|
Page
10
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
HealthCor Partners Fund, L.P.
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
0
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
37,413,352
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
37,413,352
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
37,413,352
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
21.2%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
PN
|
CUSIP NO. 141743104
|
13D
|
Page
11
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
HealthCor Partners L.P.
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
0
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
37,413,352
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
37,413,352
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
37,413,352
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
21.2%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
PN
|
CUSIP NO. 141743104
|
13D
|
Page
12
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
HealthCor Partners GP, LLC
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
0
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
37,413,352
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
37,413,352
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
37,413,352
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
21.2%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
OO- limited liability company
|
CUSIP NO. 141743104
|
13D
|
Page
13
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
Jeffrey C. Lightcap
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
2,124,852
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
37,413,352
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
2,124,852
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
37,413,352
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
39,538,204
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
22.1%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
CUSIP NO. 141743104
|
13D
|
Page
14
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
Arthur Cohen
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
2,471,403
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
76,839,386
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
2,471,403
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
76,839,386
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
79,310,789
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
36.3%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
CUSIP NO. 141743104
|
13D
|
Page
15
of
20
|
(1)
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
Joseph Healey
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
x
|
|
|
(b)
¨
|
|
|
|
(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
|
|
|
(7)
|
SOLE VOTING POWER
|
|
|
|
|
1,821,302
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
76,839,386
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
1,821,302
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
76,839,386
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
78,660,688
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
36.1%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
CUSIP NO. 141743104
|
13D
|
Page
16
of
20
|
This Amendment No. 19 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 and Amendment No. 18 filed October 3, 2016 (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 December 31, 2016.
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 83,256,943 shares of Common Stock, representing (i) 7,536,651 shares of Common Stock that may be acquired upon conversion of
the 2015 Notes (including interest paid in kind through December 31, 2016), (ii) 17,985,876 shares of Common Stock that may be
acquired upon conversion of the 2014 Notes (including interest paid in kind through September 30, 2016), (iii) 7,325,423
shares of Common Stock that may be acquired upon conversion of the 2012 Notes (including interest paid in kind through December
31, 2016), (iv) 31,709,725 shares of Common Stock that may be acquired upon conversion of the 2011 Notes (including interest paid
in kind through December 31, 2016), (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 37.4% of the Issuer’s outstanding
common stock, based upon 139,380,748 shares outstanding, as reported outstanding as of November 14, 2016 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.
CUSIP NO. 141743104
|
13D
|
Page
17
of
20
|
Of this amount:
(i) HCP Fund is the beneficial owner of (A) 2,420,119
shares of Common Stock underlying the current principal amount of the 2015 Note issued to it (including interest paid in kind through
December 31, 2016), (B) 8,377,821 shares of Common Stock underlying the current principal amount of the 2014 Note issued to it
(including interest paid in kind through December 31, 2016), (C) 3,412,182 shares of Common Stock underlying the current principal
amount of the 2012 Note issued to it (including interest paid in kind through December 31, 2016), (D) 14,770,390 shares of
Common Stock underlying the current principal amount of the 2011 Note issued to it (including interest paid in kind through December
31, 2016), (E) 465,800 shares of Common Stock that it has a right to acquire upon exercise of its Sixth Amendment Warrant, (F)
615,384 shares of Common Stock that it has a right to acquire upon exercise of its 2015 Warrant, (G) 1,863,200 shares of Common
Stock that it has a right to acquire upon exercise of its 2014 Warrant and (H) 5,488,456 shares of Common Stock that it has a right
to acquire upon exercise of its 2011 Warrant;
(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) 9,608,055
shares of Common Stock underlying the current principal amount of the 2014 Note issued to it (including interest paid in kind through
December 31, 2016), (B) 3,913,241 shares of Common Stock underlying the current principal amount of the 2012 Note issued to
it (including interest paid in kind through December 31, 2016), (C) 16,939,335 shares of Common Stock underlying the current principal
amount of the 2011 Note issued to it (including interest paid in kind through December 31, 2016), (D) 534,200 shares of Common
Stock that it has a right to acquire upon exercise of its Sixth Amendment Warrant, (E) 2,136,800 shares of Common Stock that it
has a right to acquire upon exercise of its 2014 Warrant and (F) 6,294,403 shares of Common Stock that it has a right to acquire
upon exercise of its 2011 Warrant;
(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 the 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, through a retirement account, of (A) 1,694,083 shares of Common Stock underlying the current principal
amount of the 2015 Note purchased by him under the Fifth Amendment (including interest paid in kind through December 31, 2016)
and (B) 430,769 shares of Common Stock that he has a right to acquire upon exercise of his 2015 Warrant;
(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 (A) 1,970,378 shares of Common Stock underlying the current principal amount
of the 2015 Note purchased by him under the Fifth Amendment (including interest paid in kind through December 31, 2016) and (B)
501,025 shares of Common Stock that he has a right to acquire upon exercise of his 2015 Warrant; and
CUSIP NO. 141743104
|
13D
|
Page
18
of
20
|
(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 (A) 1,452,071 shares of Common Stock underlying the current principal amount
of the 2015 Note purchased by him under the Fifth Amendment (including interest paid in kind through December 31, 2016) and (B)
369,231 shares of Common Stock that he has a right to acquire upon exercise of his 2015 Warrant.
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) On December 31, 2016, the Issuer paid in-kind interest on
the 2011 Notes in the principal amounts of $450,317 and $516,443, on the 2012 Notes in the principal amounts of $129,249 and $148,229,
and on the 2014 notes in the principal amounts of $101,549 and $116,461, in each case to HCP Fund and Hybrid Fund, respectively,
and paid in-kind interest on the 2015 Notes in the principal amounts of $38,135, $26,695, $31,048 and $22,881 to HCP Fund, Mr.
Lightcap, Mr. Cohen and Mr. Healey, respectively. Except as set forth in the previous sentence, the Reporting Persons have effected
no transactions relating to the Common Stock during the past 60 days.
(d)-(e) Inapplicable.
CUSIP NO. 141743104
|
13D
|
Page
19
of
20
|
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.
January 3, 2017
|
HEALTHCOR MANAGEMENT, L.P.
|
|
|
|
|
|
By: HealthCor Associates, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Anabelle Perez Gray
|
|
|
Name: Anabelle Perez Gray
|
|
|
Title: General Counsel
|
|
|
|
|
|
|
|
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 Perez Gray
|
|
|
Name: Anabelle Perez Gray
|
|
|
Title: General Counsel
|
|
|
|
|
HEALTHCOR ASSOCIATES, LLC
|
|
|
|
|
|
By:
|
/s/ Anabelle Perez Gray
|
|
|
Name: Anabelle Perez Gray
|
|
|
Title: General Counsel
|
|
|
|
|
|
|
|
HEALTHCOR GROUP, LLC
|
|
|
|
|
|
By:
|
/s/ Anabelle Perez Gray
|
|
|
Name: Anabelle Perez Gray
|
|
|
Title: General Counsel
|
|
|
|
|
HEALTHCOR PARTNERS MANAGEMENT, L.P.
|
|
|
|
|
|
By: HealthCor Partners Management GP, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Anabelle Perez Gray
|
|
|
Name: Anabelle Perez Gray
|
|
|
Title: General Counsel
|
CUSIP NO. 141743104
|
13D
|
Page
20
of
20
|
|
HEALTHCOR PARTNERS MANAGEMENT GP, LLC
|
|
|
|
|
|
By:
|
/s/ Anabelle Perez Gray
|
|
|
Name: Anabelle Perez Gray
|
|
|
Title: General Counsel
|
|
|
|
|
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 Perez Gray
|
|
|
Name: Anabelle Perez Gray
|
|
|
Title: General Counsel
|
|
|
|
|
HEALTHCOR PARTNERS GP, LLC
|
|
|
|
|
|
By:
|
/s/ Anabelle Perez Gray
|
|
|
Name: Anabelle Perez Gray
|
|
|
Title: General Counsel
|
|
|
|
|
|
|
|
JEFFREY C. LIGHTCAP, Individually
|
|
|
|
|
|
/s/ Jeffrey C. Lightcap
|
|
|
|
|
JOSEPH HEALEY, Individually
|
|
|
|
|
|
/s/ Joseph Healey
|
|
|
|
|
ARTHUR COHEN, Individually
|
|
|
|
|
|
/s/ Arthur
Cohen
|