Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
WAXMAN ALBERT S
  2. Issuer Name and Ticker or Trading Symbol
CAREGUIDE INC [CGDE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O PSILOS GROUP MANAGERS, LLC, 625 AVENUE OF THE AMERICAS, 4TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2007
(Street)

NEW YORK, NY 10011
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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               3,155,066 I By Fund (1)
Common Stock               3,311,246 I By Fund (2)
Common Stock               36,264 I By Fund (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Call option equivalent (obligation to sell) $ 0 07/25/2007   E(4)     48,483 01/25/2006 07/25/2007 Common Stock 48,483 $ 0 0 I By Fund through escrow (4)
Call ooption equivalent (obligation to sell) $ 0 07/25/2007   E(5)     798 01/25/2006 07/25/2007 Common Stock 798 $ 0 0 I By Fund through escrow (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WAXMAN ALBERT S
C/O PSILOS GROUP MANAGERS, LLC
625 AVENUE OF THE AMERICAS, 4TH FLOOR
NEW YORK, NY 10011
  X      

Signatures

 /s/ Brian F. Leaf, attorney-in-fact   07/27/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares are owned of record by Psilos Group Partners II, L.P. Albert S. Waxman, one of the Issuer's directors, is a Manager of Psilos Group Investors II, L.L.C., the general partner of Psilos Group Partners II, L.P. and therefore may be deemed to benefically own the securities owned by Psilos Group Partners II, L.P. Dr. Waxman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The number of reported shares includes shares released from an escrow arrangement to Psilos Group Partners II, L.P. as of July 25, 2007 as a result of expiration of the arrangement.
(2) Shares are owned of record by Psilos Group Partners, L.P. Albert S. Waxman, one of the Issuer's directors, is a Manager of Psilos Group Investors, L.L.C., the general partner of Psilos Group Partners, L.P. and therefore may be deemed to benefically own the securities owned by Psilos Group Partners, L.P. Dr. Waxman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The number of reported shares includes shares released from an escrow arrangement to Psilos Group Partners, L.P. as of July 25, 2007, as described in footnote (4).
(3) Shares are owned of record by CCP/Psilos CCS, L.L.C. Albert S. Waxman, one of the Issuer's directors, is a Manager of Psilos Group Investors, L.L.C., the manager of CCP/Psilos CCS, L.L.C., and therefore may be deemed to benefically own the securities owned by CCP/Psilos CCS, L.L.C. Dr. Waxman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The number of reported shares includes shares released from an escrow arrangement to CCP/Psilos CCS, L.L.C. as of July 25, 2007, as described in footnote (5).
(4) The shares underlying this call option were previously reported by the Reporting Person on Form 4. The reported shares were held in escrow for the benefit of Psilos Group Partners II, L.P. The release of shares to Psilos Group Partners II, L.P. was contingent upon the occurrence of certain events as described in a letter agreement between the Issuer and Psilos Group Partners II, L.P. On July 25, 2007, the escrow arrangement terminated, the call option in favor of Psilos Group Partners II, L.P. terminated in full and the reported underlying shares became issuable to Psilos Group Partners, L.P.
(5) The shares underlying this call option were previously reported by the Reporting Person on Form 4. The reported shares were held in escrow for the benefit of Psilos Group Partners II, L.P. The release of shares to Psilos Group Partners II, L.P. was contingent upon the occurrence of certain events as described in a letter agreement between the Issuer and Psilos Group Partners II, L.P. On July 25, 2007, the escrow arrangement terminated, the call option in favor of Psilos Group Partners II, L.P. terminated in full and the reported underlying shares became issuable to CCP/Psilos CCS, L.L.C.

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