CRVW Careview Communications Inc (QB)

(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).

This Amendment No. 29 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 and Amendment No. 28 filed January 2, 2020 (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 acquisition of an additional Note by one of the Reporting Persons pursuant to the Thirteenth Amendment (as defined in, and as described in, Item 6 below) on February 6, 2020. Amounts reported in this Amendment also include interest payable in kind on March 31, 2020 with respect to the 2014 Notes, the 2015 Notes, the 2018 Notes, the Tenth Amendment Notes, the Twelfth Amendment Notes and the Thirteenth Amendment Notes (as defined herein), because the scheduled interest payment date falls within 60 days of the date of this Amendment.

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 68,945,833 shares of Common Stock, representing (i) 10,185,313 shares of Common Stock that may be acquired upon conversion of the Thirteenth Amendment Notes (as defined in Item 6 below, and including interest payable in kind on March 31, 2020), (ii) 1,856,696 shares of Common Stock that may be acquired upon conversion of the Twelfth Amendment Notes (including interest paid or payable in kind through March 31, 2020), (iii) 6,175,301 shares of Common Stock that may be acquired upon conversion of the Tenth Amendment Notes (including interest paid or payable in kind through March 31, 2020), (iv) 6,475,551 shares of Common Stock that may be acquired upon conversion of the 2018 Notes (including interest paid or payable in kind through March 31, 2020), (v) 11,213,640 shares of Common Stock that may be acquired upon conversion of the 2015 Notes (including interest paid or payable in kind through March 31, 2020), (vi) 26,060,423 shares of Common Stock that may be acquired upon conversion of the 2014 Notes (including interest paid or payable in kind through March 31, 2020), (vii) 4,000,000 shares of Common Stock that may be acquired upon exercise of the 2014 Warrants, (viii) 1,916,409 shares of Common Stock that may be acquired upon exercise of the 2015 Warrants, (ix) 1,000,000 shares of Common Stock that may be acquired upon exercise of the Sixth Amendment Warrants and (x) 62,500 shares of Common Stock that may be acquired upon exercise of the 2018 Warrants (the 2014 Warrants, the 2015 Warrants, the Sixth Amendment Warrants and the 2018 Warrants together, the "Warrants"). This aggregate amount represents approximately 33.1% of the Issuer's outstanding common stock, based upon 139,380,748 shares outstanding as of November 14, 2019, as reported in the Issuer's most recent Quarterly Report on Form 10-Q, and gives effect to the conversion of all 2014 Notes, 2015 Notes, 2018 Notes, Tenth Amendment Notes, Twelfth Amendment Notes and Thirteenth Amendment Notes held by the Reporting Persons into Common Stock and the exercise of all Warrants held by the Reporting Persons.

Of the amount beneficially owned by the Reporting Persons:

(i) HCP Fund is the beneficial owner of (A) 3,600,848 shares of Common Stock underlying the current principal amount of the 2015 Note issued to it (including interest paid or payable in kind through March 31, 2020), (B) 12,138,945 shares of Common Stock underlying the current principal amount of the 2014 Note issued to it (including interest paid or payable in kind through March 31, 2020), (C) 465,800 shares of Common Stock that it has a right to acquire upon exercise of its Sixth Amendment Warrant, (D) 615,384 shares of Common Stock that it has a right to acquire upon exercise of its 2015 Warrant, and (E) 1,863,200 shares of Common Stock that it has a right to acquire upon exercise of its 2014 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) 13,921,478 shares of Common Stock underlying the current principal amount of the 2014 Note issued to it (including interest paid or payable in kind through March 31, 2020), (B) 534,200 shares of Common Stock that it has a right to acquire upon exercise of its Sixth Amendment Warrant, and (C) 2,136,800 shares of Common Stock that it has a right to acquire upon exercise of its 2014 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 of (A) 10,185,313 shares of Common Stock underlying the principal amount of the Thirteenth Amendment Note purchased by him under the Thirteenth Amendment (including interest payable in kind through March 31, 2020), (B) 1,856,696 shares of Common Stock underlying the principal amount of the Twelfth Amendment Note purchased by him under the Twelfth Amendment (including interest paid or payable in kind through March 31, 2020); (C) 6,175,301 shares of Common Stock underlying the current principal amount of the Tenth Amendment Note purchased by him pursuant to the Tenth Amendment (including interest paid or payable in kind through March 31, 2020); (D) 6,475,551 shares of Common Stock underlying the current principal amount of the 2018 Note purchased by him under the Eighth Amendment (including interest paid or payable in kind through March 31, 2020), (E) 2,520,594 shares of Common Stock underlying the current principal amount of the 2015 Note purchased by him under the Fifth Amendment (including interest paid or payable in kind through March 31, 2020), (F) 62,500 shares of Common Stock that he has a right to acquire upon exercise of his 2018 Warrant and (G) 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) 2,931,689 shares of Common Stock underlying the current principal amount of the 2015 Note purchased by him under the Fifth Amendment (including interest paid or payable in kind through March 31, 2020) and (B) 501,025 shares of Common Stock that he has a right to acquire upon exercise of his 2015 Warrant; 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 (A) 2,160,509 shares of Common Stock underlying the current principal amount of the 2015 Note purchased by him under the Fifth Amendment (including interest paid or payable in kind through March 31, 2020) 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)       Except as set forth in Item 6 below, the Reporting Persons have effected no transactions relating to the Common Stock since their most recent amendment to the Original Statement.

(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:

On February 6, 2020, the Issuer, Mr. Lightcap and the Majority Holders (for purposes of approving the transactions) entered into the Thirteenth Amendment to the Note and Warrant Purchase Agreement (the "Thirteenth Amendment"), pursuant to which the Issuer sold and issued to Mr. Lightcap, for a purchase price of $100,000 in cash, additional notes in principal amount of $100,000, with a conversion price of $0.01 per share (subject to adjustment as described therein) and a maturity date of February 5, 2030 (the "Thirteenth Amendment Note"). For purposes of this Statement, references to "Notes" shall include the Thirteenth Amendment Note.

Item 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby supplemented as follows:

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.

February 10, 2020