WASHINGTON, D.C. 20549
(AMENDMENT NO. 23)
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
|
|
|
42,859,101
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
42,859,101
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH
|
|
|
REPORTING PERSON
|
|
|
|
42,859,101
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
|
|
|
23.5%
|
|
|
|
(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
|
|
|
42,859,101
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
42,859,101
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
42,859,101
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
23.5%
|
|
|
|
(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
|
|
|
42,859,101
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
42,859,101
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
42,859,101
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
23.5%
|
|
|
|
(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
|
|
|
42,859,101
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
42,859,101
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
42,859,101
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
23.5%
|
|
|
|
(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
|
|
|
42,859,101
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
42,859,101
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
42,859,101
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
23.5%
|
|
|
|
(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
|
|
|
40,723,835
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
40,723,835
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
40,723,835
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
22.6%
|
|
|
|
(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
|
|
|
40,723,835
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
40,723,835
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
40,723,835
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
22.6%
|
|
|
|
(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
|
|
|
40,723,835
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
40,723,835
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
40,723,835
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
22.6%
|
|
|
|
(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
|
|
|
40,723,835
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
40,723,835
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH
|
|
|
REPORTING PERSON
|
|
|
|
40,723,835
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
|
|
|
22.6%
|
|
|
|
(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
|
|
|
40,723,835
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
0
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
40,723,835
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH
|
|
|
REPORTING PERSON
|
|
|
|
40,723,835
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
|
|
|
22.6%
|
|
|
|
(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
|
|
|
|
|
2,346,747
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
40,723,835
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
2,346,747
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
40,723,835
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH
|
|
|
REPORTING PERSON
|
|
|
|
43,070,582
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
|
|
|
23.6%
|
|
|
|
(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
|
|
|
|
|
2,729,488
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
83,582,963
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
2,729,488
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
83,582,936
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH
|
|
|
REPORTING PERSON
|
|
|
|
86,312,424
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
|
|
|
38.2%
|
|
|
|
(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
|
|
|
|
|
2,011,498
|
NUMBER OF
|
|
|
|
SHARES
|
(8)
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
83,582,936
|
OWNED BY
|
|
|
|
EACH
|
(9)
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
2,011,498
|
PERSON WITH
|
|
|
|
|
(10)
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
83,582,936
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH
|
|
|
REPORTING PERSON
|
|
|
|
85,594,434
|
|
|
|
(12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
|
|
|
38.0%
|
|
|
|
(14)
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
CUSIP NO. 141743104
|
13D
|
Page
16
of
20
|
This Amendment No. 23 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 and Amendment No. 22 filed October 2, 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 December 31, 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 90,670,669 shares of Common Stock, representing (i) 8,523,819 shares of Common
Stock that may be acquired upon conversion of the 2015 Notes (including interest paid in kind through December 31, 2017),
(ii) 20,341,709 shares of Common Stock that may be acquired upon conversion of the 2014 Notes (including interest paid in kind
through December 31, 2017), (iii) 8,104,270 shares of Common Stock that may be acquired upon conversion of the 2012 Notes
(including interest paid in kind through December 31, 2017), (iv) 35,001,603 shares of Common Stock that may be acquired upon
conversion of the 2011 Notes (including interest paid in kind through December 31, 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 39.4% of the Issuer’s outstanding common stock, based upon 139,380,748 shares outstanding, as reported
outstanding as of November 9, 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.
CUSIP NO. 141743104
|
13D
|
Page
17
of
20
|
Of this amount:
(i) HCP Fund is the beneficial owner of (A) 2,737,111
shares of Common Stock underlying the current principal amount of the 2015 Note issued to it (including interest paid in kind through
December 31, 2017), (B) 9,475,168 shares of Common Stock underlying the current principal amount of the 2014 Note issued to
it (including interest paid in kind through December 31, 2017), (C) 3,774,969 shares of Common Stock underlying the current
principal amount of the 2012 Note issued to it (including interest paid in kind through December 31, 2017), (D) 16,303,747
shares of Common Stock underlying the current principal amount of the 2011 Note issued to it (including interest paid in kind through
December 31, 2017), (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) 10,866,541
shares of Common Stock underlying the current principal amount of the 2014 Note issued to it (including interest paid in kind through
December 31, 2017), (B) 4,329,301 shares of Common Stock underlying the current principal amount of the 2012 Note issued
to it (including interest paid in kind through December 31, 2017), (C) 18,697,856 shares of Common Stock underlying the current
principal amount of the 2011 Note issued to it (including interest paid in kind through December 31, 2017), (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) 1,915,978 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,
2017) 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) 2,228,463 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, 2017)
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) 1,642,267 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, 2017)
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,
2017, the Issuer paid in-kind interest on the 2011 Notes in the principal amounts of $497,065 and $570,057, on the 2012 Notes in
the principal amounts of $115,091 and $131,991, and on the 2014 notes in the principal amounts of $114,851 and $131,716, in each
case to HCP Fund and Hybrid Fund, respectively, and paid in-kind interest on the 2015 Notes in the principal amounts of $43,130,
$30,191, $35,115 and $25,878 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, 2018
|
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
|