FORM 4
☒
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| 1. Name and Address of Reporting Person * HealthCor Partners Management LP | 2. Issuer Name and Ticker or Trading Symbol Heartflow, Inc. [ HTFL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. Code (Instr. 8) |
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 8/11/2025 | C | 1,248,939 | A | (1) | 1,248,939 | I | By HealthCor Partners Fund, L.P. (2)(9) | ||
| Common Stock | 8/11/2025 | C | 833,075 | A | (1)(3) | 833,075 | I | By HealthCor Partners Fund II, L.P. (4)(9) | ||
| Common Stock | 8/11/2025 | C | 4,615,542 | A | (3)(5)(6)(7) | 4,615,542 | I | By HCPCIV 1, LLC (8)(9) | ||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Preferred | (1) | 8/11/2025 | C | 1,248,939 (1) | (1) | (1) | Common Stock | 1,248,939 | (1) | 0 | I | By HealthCor Partners Fund, L.P. (2)(9) | |||
| Series C Preferred Stock | (1) | 8/11/2025 | C | 624,471 (1) | (1) | (1) | Common Stock | 624,471 | (1) | 0 | I | By HealthCor Partners Fund II, L.P. (4)(9) | |||
| Series D Preferred | (3) | 8/11/2025 | C | 1,630,231 (3) | (3) | (3) | Common Stock | 1,630,231 | (3) | 0 | I | By HCPCIV 1, LLC (8)(9) | |||
| Series D Preferred | (3) | 8/11/2025 | C | 208,604 (3) | (3) | (3) | Common Stock | 208,604 | (3) | 0 | I | By HealthCor Partners Fund II, L.P. (4)(9) | |||
| Series E Preferred Stock | (5) | 8/11/2025 | C | 1,099,378 (5) | (5) | (5) | Common Stock | 1,099,378 | (5) | 0 | I | By HCPCIV 1, LLC (8)(9) | |||
| Series F Preferred Stock | (6) | 8/11/2025 | C | 1,337,337 (6) | (6) | (6) | Common Stock | 1,337,337 | (6) | 0 | I | By HCPCIV 1, LLC (8)(9) | |||
| Series F-1 Preferred Stock | (6) | 8/11/2025 | C | 452,528 (6) | (6) | (6) | Common Stock | 452,528 | (6) | 0 | I | By HCPCIV 1, LLC (8)(9) | |||
| Convertible Promissory Note | $15.2 | 8/11/2025 | C | 96,068 (7) | (7) | (7) | Common Stock | 96,068 | (7) | 0 | I | By HCPCIV 1, LLC (8)(9) | |||
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| HealthCor Partners Management LP 186 SEVEN FARMS DRIVE, SUITE F DANIEL ISLAND, SC 29492 | X | ||||
| HealthCor Partners GP, LLC 186 SEVEN FARMS DRIVE, SUITE F DANIEL ISLAND, SC 29492 | X | ||||
| HealthCor Partners Fund LP 186 SEVEN FARMS DRIVE, SUITE F DANIEL ISLAND, SC 29492 | X | ||||
| HealthCor Partners LP 1186 SEVEN FARMS DRIVE, SUITE F DANIEL ISLAND, SC 24492 | X | ||||
| HealthCor Partners Fund II, L.P. 186 SEVEN FARMS DRIVE, SUITE F DANIEL ISLAND, SC 24492 | X | ||||
| HealthCor Partners II, L.P. 186 SEVEN FARMS DRIVE, SUITE F DANIEL ISLAND, SC 24492 | X | ||||
| HCPCIV 1, LLC 1325 AVENUE OF AMERICAS, 28TH FLOOR NEW YORK, NY 10019 | X | ||||
| Signatures | ||
| HealthCor Partners Management, L.P., by: HealthCor Partners GP, LLC, general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 8/22/2025 | |
| **Signature of Reporting Person | Date | |
| HealthCor Partners Fund, L.P., by: HealthCor Partners, L.P., general partner, by HealthCor Partners GP, LLC, its general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 8/22/2025 | |
| **Signature of Reporting Person | Date | |
| HealthCor Partners, L.P., by: HealthCor Partners GP, LLC, general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 8/22/2025 | |
| **Signature of Reporting Person | Date | |
| HealthCor Partners GP, LLC, by: /s/ Jeffrey C. Lightcap, Senior Managing Director | 8/22/2025 | |
| **Signature of Reporting Person | Date | |
| HealthCor Partners Fund II, L.P., by: HealthCor Partners II, L.P., general partner, by HealthCor Partners GP, LLC, its general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 8/22/2025 | |
| **Signature of Reporting Person | Date | |
| HealthCor Partners II, L.P., by: HealthCor Partners GP, LLC, general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 8/22/2025 | |
| **Signature of Reporting Person | Date | |
| HCPCIV 1, LLC, by HealthCor Partners II, L.P., managing member, by HealthCor Partners GP, LLC, its general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 8/22/2025 | |
| **Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
POWER OF ATTORNEY
Know all by these presents
that each of the undersigned
hereby individually constitutes
and appoints John Doherty
the undersigned's true and
lawful attorney-in-fact, to:
(1) execute for and on behalf of the undersigned a Form ID application, and any amendments thereto, to be filed with the Securities and Exchange Commission to obtain or update EDGAR codes for the undersigned;
(2) execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, as appropriate, and any amendments thereto (collectively, "Reports"), with respect to his securities ownership of CareView Communications, Inc. (the "Company"), in accordance with Section 13(d) and/or Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Report and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents execute by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
Each of the undersigned hereby
individually grants to such attorney-
in-fact full power and authority to do
and perform any and every act and
thing whatsoever requisite,
necessary, or proper to be done
in the exercise of any of the
rights and powers herein granted,
as fully to all intents and
purposes as the undersigned might
or could do if personally present,
with full power of substitution or
revocation, hereby ratifying and
confirming all that such attorney-
in-fact, or such attorney-in-fact's
substitute or substitutes, shall
lawfully do or cause to be done by
virtue of this power of attorney
and the rights and powers herein
granted. Each of the undersigned
hereby individually acknowledges that
the foregoing attorney-in-fact, in
serving in such capacity at the request
of the undersigned, is not assuming,
nor is the Company assuming, any of
the undersigned's responsibilities
to comply with Section 13(d) or 16 of
the Securities Exchange Act of 1934.
This Power of Attorney shall remain
in full force and effect until the
undersigned are no longer required to
file Reports with respect to such
undersigned's holdings of and transactions
in securities issued by the Company, unless
earlier revoked by the undersigned in a
signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, each of the
undersigned has caused this
Power of Attorney to be
executed as of this 4th day
of October 2021.
/s/ Jeffrey C. Lightcap /s/ Arthur Cohen /s/ Joseph Healy |
Exhibit 99.1
1. HealthCor Management, L.P.
55 Hudson Yards, 28th Fl., New York, NY 10001;
2. HealthCor Associates, LLC
55 Hudson Yards, 28th Fl., New York, NY 10001;
3. HealthCor Hybrid Offshore Master Fund, L.P.
55 Hudson Yards, 28th Fl., New York, NY 10001;
4. HealthCor Hybrid Offshore GP, LLC
55 Hudson Yards, 28th Fl., New York, NY 10001;
5. HealthCor Group, LLC
55 Hudson Yards, 28th Fl., New York, NY 10001;
6. HealthCor Partners Management, L.P.
55 Hudson Yards, 28th Fl., New York, NY 10001;
7. HealthCor Partners Management GP, LLC 55 Hudson Yards, 28th Fl., New York, NY 10001;
8. HealthCor Partners Fund, L.P.
55 Hudson Yards, 28th Fl., New York, NY 10001;
9. HealthCor Partners, L.P.
55 Hudson Yards, 28th Fl., New York, NY 10001;
10. HealthCor Partners GP, LLC
55 Hudson Yards, 28th Fl., New York, NY 10001;
11. Jeffrey C. Lightcap
55 Hudson Yards, 28th Fl., New York, NY 10001;
12. Arthur Cohen
12 South Main St., Suite 203, Norwalk, CT 06854;
13. Joseph Healey
55 Hudson Yards, 28th Fl., New York, NY 10001;