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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O PSILOS GROUP MANAGERS, L.L.C., 140 BROADWAY, 51ST FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
01/28/2009
(Street)

NEW YORK, NY 10005		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Series A Preferred Stock $ 0.12 (1) 01/28/2009   P   2,500,000   01/28/2009   (2) Common Stock 12,500,000 $ 0.6 2,500,000 I By fund (3)
Series A Preferred Stock $ 0.12 (1) 01/28/2009   P   58,333   01/28/2009   (2) Common Stock 291,665 $ 0.6 58,333 I By fund (4)
Series A Preferred Stock $ 0.12 (1) 01/28/2009   P   58,333   01/28/2009   (2) Common Stock 291,665 $ 0.6 1,725,001 I By fund (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WAXMAN ALBERT S
C/O PSILOS GROUP MANAGERS, L.L.C.
140 BROADWAY, 51ST FLOOR
NEW YORK, NY 10005		   X   X    
PSILOS GROUP PARTNERS II, L.P.
140 BROADWAY, 51ST FLOOR
NEW YORK, NY 10011		     X    
PSILOS GROUP PARTNERS L P
140 BROADWAY, 51ST FLOOR
NEW YORK, NY 10011		     X    

Signatures

 /s/ Brian F. Leaf, attorney-in-fact   01/30/2009
**Signature of Reporting Person Date
 Brian F. Leaf, attorney-in-fact   01/30/2009
**Signature of Reporting Person Date
 Brian F. Leaf, attorney-in-fact   01/30/2009
**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) The shares of Series A Preferred Stock are initially convertible into shares of the issuer's common stock on a 5-for-1 basis.
(2) The Series A Preferred Stock has no expiration date.
(3) Shares are owned of record by Psilos/ CareGuide Investment, L.P., Albert S. Waxman, a director of the issuer, is the senior managing member of Psilos Group Investors III, LLC, the general partner of Psilos/ CareGuide Investment, L.P., and therefore may be deemed to beneficially own the securities owned by Psilos/ CareGuide Investment, L.P. Dr. Waxman disclaims beneficial ownership of the reported securities herein except to the extent of his pecuniary interest therein.
(4) Shares are owned of record by Psilos Group Partners, L.P., Albert S. Waxman, a director of the issuer, is the senior managing member of Psilos Group Investors, LLC, the general partner of Psilos Group Partners, L.P., and therefore may be deemed to beneficially own the securities owned by Psilos Group Partners, L.P. Dr. Waxman disclaims beneficial ownership of the reported securities herein except to the extent of his pecuniary interest therein.
(5) Shares are owned of record by Psilos Group Partners II, L.P., Albert S. Waxman, a director of the issuer, is the senior managing member of Psilos Group Investors II, LLC, the general partner of Psilos Group Partners II, L.P., and therefore may be deemed to beneficially own the securities owned by Psilos Group Partners II, L.P. Dr. Waxman disclaims beneficial ownership of the reported securities herein except to the extent of his pecuniary interest therein.

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