- Initial Statement of Beneficial Ownership (3)
October 04 2011 - 9:21PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
November 30, 2011
Estimated average burden
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Aequitas Management LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
10/4/2011
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3. Issuer Name
and
Ticker or Trading Symbol
CarePayment Technologies, Inc. [CPYT]
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(Last)
(First)
(Middle)
5300 MEADOWS ROAD,, SUITE 400
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
LAKE OSWEGO, OR 97035
(City)
(State)
(Zip)
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5. 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
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Class A Common Stock
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1200000
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I
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By Aequitas CarePayment Founders Fund, LLC
(1)
(2)
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Class A Common Stock
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462603
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I
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By Aequitas Catalyst Fund, LLC
(1)
(2)
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Class A Common Stock
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59227
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I
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By Aequitas Capital Management, Inc.
(1)
(2)
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Class A Common Stock
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11260
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I
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By Aequitas Commercial Finance, LLC
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock
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(3)
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(3)
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Class A Common Stock
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7910092
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(3)
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I
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By Aequitas Holdings, LLC
(1)
(2)
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Series D Convertible Preferred Stock
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(4)
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(4)
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Class A Common Stock
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1200000
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$1.00
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I
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By Aequitas CarePayment Founders Fund, LLC
(1)
(2)
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Explanation of Responses:
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(
1)
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The voting and investment decisions with respect to the reported securities 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"), and Aequitas Holdings, LLC ("Aequitas Holdings") 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.
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(
2)
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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 and Catalyst Fund. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests, if any, therein.
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(
3)
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As of the date of this Form 3, the Class B Common Stock is convertible into shares of Class A Common Stock at any time at the option of the holder on a one-to-one basis (subject to adjustment) and has no expiration date.
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(
4)
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As of the date of this Form 3, 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 has no expiration date. The Series D Convertible Preferred Stock will automatically convert into shares of Class A Common Stock upon the affirmative vote of the holders of at least two thirds (2/3) of the outstanding shares of Series D Convertible Preferred Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Aequitas Management LLC
5300 MEADOWS ROAD,
SUITE 400
LAKE OSWEGO, OR 97035
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X
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Aequitas CarePayment Founders Fund, LLC
5300 MEADOWS ROAD,
SUITE 400
LAKE OSWEGO, OR 97035
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X
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Aequitas Catalyst Fund LLC
5300 MEADOWS ROAD,
SUITE 400
LAKE OSWEGO, OR 97035
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X
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Aequitas Holdings, LLC
5300 MEADOWS ROAD,
SUITE 400
LAKE OSWEGO, OR 97035
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X
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Aequitas Capital Management Inc.
5300 MEADOWS ROAD,
SUITE 400
LAKE OSWEGO, OR 97035
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X
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Aequitas Commercial Finance, LLC
5300 MEADOWS ROAD,
SUITE 400
LAKE OSWEGO, OR 97035
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X
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Signatures
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/s/ Andrew S. Craig, General Counsel
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10/4/2011
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**
Signature of Reporting Person
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Date
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/s/ Andrew S. Craig, General Counsel
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10/4/2011
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**
Signature of Reporting Person
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Date
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/s/ Andrew S. Craig, General Counsel
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10/4/2011
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**
Signature of Reporting Person
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Date
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/s/ Andrew S. Craig, General Counsel
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10/4/2011
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**
Signature of Reporting Person
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Date
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/s/ Andrew S. Craig, General Counsel
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10/4/2011
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**
Signature of Reporting Person
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Date
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/s/ Andrew S. Craig, General Counsel
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10/4/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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