FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Aequitas Management LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/4/2011 

3. Issuer Name and Ticker or Trading Symbol

CarePayment Technologies, Inc. [CPYT]

(Last)        (First)        (Middle)

5300 MEADOWS ROAD,, SUITE 400

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

LAKE OSWEGO, OR 97035       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock   1200000   I   By Aequitas CarePayment Founders Fund, LLC   (1) (2)
Class A Common Stock   462603   I   By Aequitas Catalyst Fund, LLC   (1) (2)
Class A Common Stock   59227   I   By Aequitas Capital Management, Inc.   (1) (2)
Class A Common Stock   11260   I   By Aequitas Commercial Finance, LLC   (1) (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock     (3)   (3) Class A Common Stock   7910092     (3) I   By Aequitas Holdings, LLC   (1) (2)
Series D Convertible Preferred Stock     (4)   (4) Class A Common Stock   1200000   $1.00   I   By Aequitas CarePayment Founders Fund, LLC   (1) (2)

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  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.
( 4)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Aequitas Management LLC
5300 MEADOWS ROAD,
SUITE 400
LAKE OSWEGO, OR 97035
X

Aequitas CarePayment Founders Fund, LLC
5300 MEADOWS ROAD,
SUITE 400
LAKE OSWEGO, OR 97035
X

Aequitas Catalyst Fund LLC
5300 MEADOWS ROAD,
SUITE 400
LAKE OSWEGO, OR 97035
X

Aequitas Holdings, LLC
5300 MEADOWS ROAD,
SUITE 400
LAKE OSWEGO, OR 97035
X

Aequitas Capital Management Inc.
5300 MEADOWS ROAD,
SUITE 400
LAKE OSWEGO, OR 97035
X

Aequitas Commercial Finance, LLC
5300 MEADOWS ROAD,
SUITE 400
LAKE OSWEGO, OR 97035
X


Signatures
/s/ Andrew S. Craig, General Counsel 10/4/2011
** Signature of Reporting Person Date

/s/ Andrew S. Craig, General Counsel 10/4/2011
** Signature of Reporting Person Date

/s/ Andrew S. Craig, General Counsel 10/4/2011
** Signature of Reporting Person Date

/s/ Andrew S. Craig, General Counsel 10/4/2011
** Signature of Reporting Person Date

/s/ Andrew S. Craig, General Counsel 10/4/2011
** Signature of Reporting Person Date

/s/ Andrew S. Craig, General Counsel 10/4/2011
** 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 5(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.
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