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, L.L.C., 140 BROADWAY, 51ST FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
08/28/2008
(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
Warrant (right to buy) $ 0.08 08/28/2008   A   333,333   08/31/2008(1) 01/01/2012 Common Stock 333,333 $ 0 (2) 333,333 I By fund (3)
Warrant (right to buy) $ 0.1438 09/01/2008   A   101,391   09/01/2008 10/01/2012 Common Stock 101,391 $ 0 (4) 101,391 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      
PSILOS GROUP PARTNERS L P
140 BROADWAY, 51ST FLOOR
NEW YORK, NY 10005		     X    
PSILOS GROUP PARTNERS II, L.P.
140 BROADWAY, 51ST FLOOR
NEW YORK, NY 10005		     X    

Signatures

 /s/ Brian F. Leaf, attorney-in-fact   09/02/2008
**Signature of Reporting Person Date
 Brian F. Leaf, attorney-in-fact   09/02/2008
**Signature of Reporting Person Date
 Brian F. Leaf, attorney-in-fact   09/02/2008
**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) Of the shares issuable upon exercise of the warrant, one-half were vested on August 31, 2008, with the remainder vesting in four equal monthly installments through December 31, 2008.
(2) The warrants were issued to Psilos/CareGuide Investment, L.P. in consideration for its commitment to fund the operations of the Issuer through January 1, 2009.
(3) Securities are owned of record by Psilos/CareGuide Investment, L.P. Albert S. Waxman is the senior managing member of Psilos Group Investors III, LLC, which is 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) The warrants were issued to Psilos Group Partners II, L.P. in consideration for its guarantee of the Issuer's obligations under a debt facility.
(5) Securities are owned of record by Psilos Group Partners II, L.P. Dr. Waxman, a director of the issuer, is the senior managing member of Psilos Group Investors II, LLC, which is 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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