FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WORLD HEART CORP [ WHRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/02/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/02/2012 | D | 6,162,744 | D | (1) | 0(1) | I | By Funds(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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) | $2.31 | 08/02/2012 | D | 2,107,728 | 10/19/2010 | 10/19/2015 | Common Stock | 2,107,728 | $0.0995(3) | 0(3) | I | By Funds(4) |
Explanation of Responses: |
1. Disposed of pursuant to a merger agreement by and among the Issuer, Ocean Acquisition Holding Inc. and Heartware International, Inc. ("Heartware") in exchange for an aggregate of 18,486 shares of Heartware common stock having a market value of $89.79 per share (based on a ten day Heartware average stock price, ending on and including August 1, 2012) and an aggregate cash payment of $200.40. |
2. As of the effective date of the merger with Heartware, Venrock Associates V, L.P. ("VA5") was the record owner of 0 common shares of the Issuer, Venrock Entrepreneurs Fund V, L.P. ("VEF5") was the record owner of 0 common shares of the Issuer, and Venrock Partners V, L.P. ("VP5") was the record owner of 0 common shares of the Issuer (collectively, the "Shares"). As the general partners of VA5, VEF5 and VP5, respectively, Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (the "General Partners") may be deemed to own beneficially all of the Shares. Each General Partner disclaims beneficial ownership of the Shares except to the extent of its indirect pecuniary interest therein. Anders D. Hove is a member of each of the General Partners and may be deemed to own beneficially all of the Shares. Mr. Hove disclaims beneficial ownership of the Shares except to the extent of his indirect pecuniary interest therein. |
3. These Warrants were cancelled in the merger in exchange for a cash payment of $0.0995 per Warrant share for an aggregate cash payment of $209,718.94. |
4. As of the effective date of the merger with Heartware, Venrock Associates V, L.P. ("VA5") was the record owner of 0 warrant securities of the Issuer, Venrock Entrepreneurs Fund V, L.P. ("VEF5") was the record owner of 0 warrant securities of the Issuer, and Venrock Partners V, L.P. ("VP5") was the record owner of 0 warrant securities of the Issuer (collectively, the "Warrants"). As the general partners of VA5, VEF5 and VP5, respectively, Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (the "General Partners") may be deemed to own beneficially all of the Warrants. Each General Partner disclaims beneficial ownership of the Warrants except to the extent of its indirect pecuniary interest therein. Anders D. Hove is a member of each of the General Partners and may be deemed to own beneficially all of the Warrants. Mr. Hove disclaims beneficial ownership of the Warrants except to the extent of his indirect pecuniary interest therein. |
Remarks: |
/s/ Anders D. Hove | 08/06/2012 | |
** 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 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). | ||
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 Number. |