SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* K2 PRINCIPAL FUND, L.P. (Last) (First) (Middle) 444 ADELAIDE WEST (Street) TORONTO A6 M5V 1S7 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WESTAIM CORP [ WEDXF.PK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/20/2008
	4. If Amendment, Date of 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

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	11/20/2008		P		1,295,600	A	$0.19	10,760,584	D(1)
Common Stock	11/25/2008		P		10,000	A	$0.195	10,770,584	D(1)
Common Stock	11/27/2008		P		796,000	A	$0.21	11,566,584	D(1)
Common Stock	12/02/2008		P		65,000	D	$0.2412(2)(9)	11,501,584	D(1)
Common Stock	12/02/2008		P		153,500	A	$0.2235(3)(9)	11,655,084	D(1)
Common Stock	12/10/2008		P		2,000	A	$0.245	11,657,084	D(1)
Common Stock	12/11/2008		P		178,500	A	$0.2538(4)(9)	11,835,584	D(1)
Common Stock	12/12/2008		P		172,000	A	$0.2529(5)(9)	12,007,584	D(1)
Common Stock	12/15/2008		P		378,000	A	$0.2524(6)(9)	12,385,584	D(1)
Common Stock	12/16/2008		P		235,000	A	$0.2497(7)(9)	12,620,584	D(1)
Common Stock	12/18/2008		P		207,800	A	$0.25	12,828,384	D(1)
Common Stock	12/19/2008		P		19,500	A	$0.255	12,847,884	D(1)
Common Stock	12/22/2008		P		209,700	A	$0.25	13,057,584	D(1)
Common Stock	03/03/2009		P		2,355,000	A	$0.2401(8)(9)	15,412,584	D(1)

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 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

1. Name and Address of Reporting Person* K2 PRINCIPAL FUND, L.P. (Last) (First) (Middle) 444 ADELAIDE WEST (Street) TORONTO A6 M5V 1S7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* K2 GenPar, Inc. (Last) (First) (Middle) 444 ADELAIDE WEST (Street) TORONTO A6 M5V 1S7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* K2 & Associates Investment Management Inc. (Last) (First) (Middle) 444 ADELAIDE WEST (Street) TORONTO A6 M5V 1S7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Shawn Kimel Investments, Inc. (Last) (First) (Middle) 444 ADELAIDE WEST (Street) TORONTO A6 M5V 1S7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kimel Shawn (Last) (First) (Middle) 444 ADELAIDE WEST (Street) TORONTO A6 M5V 1S7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported securities are owned directly by The K2 Principal Fund, L.P., (the "Fund"), and indirectly by: K2 GenPar, Inc., the sole general partner of the Fund (the "GP"); K2 & Associates Investment Management Inc., which owns 100% of the interests in the GP ("Management"); Shawn Kimel Investments, Inc., which owns a majority of the interests in Management ("SKI"); and Shawn Kimel, the sole owner of SKI.

2. On December 2, 2008, the Fund sold 65,000 shares of the common stock of the Westaim Corporation ("Westaim Common Stock") in 3 open market sales, at prices ranging from $0.24 to $0.245 per share, with a weighted-average per-share price of $0.2412.

3. On December 2, 2008, the Fund purchased 65,000 shares of Westaim Common Stock in 16 open market purchases, at prices ranging from $0.22 to $0.225 per share, with a weighted-average per-share price of $0.2235.

4. On December 11, 2008, the Fund purchased 178,500 shares of Westaim Common Stock in 3 open market purchases, at prices ranging from $0.25 to $0.255 per share, with a weighted-average per-share price of $0.2538.

5. On December 12, 2008, the Fund purchased 172,000 shares of Westaim Common Stock in 7 open market purchases, at prices ranging from $0.25 to $0.255 per share, with a weighted-average per-share price of $0.2529.

6. On December 15, 2008, the Fund purchased 378,000 shares of Westaim Common Stock in 13 open market purchases, at prices ranging from $0.25 to $0.255 per share, with a weighted-average per-share price of $0.2524.

7. On December 16, 2008, the Fund purchased 235,000 shares of Westaim Common Stock in 20 open market purchases, at prices ranging from $0.245 to $0.25 per share, with a weighted-average per-share price of $0.2497.

8. On March 3, 2009, the Fund purchased 2,355,000 shares of Westaim Common Stock in 2 open market purchases, at prices ranging from $0.24 to $0.25 per share, with a weighted-average per-share price of $0.2401.

9. The Fund agrees to provide, upon request by the Securities Exchange Commission, the Westaim Corporation, or a holder of Westaim Common Stock, full information regarding the number of shares purchased at each separate price.

	/s/ Shawn Kimel, President of the General Partner	04/15/2009
	/s/ Shawn Kimel, President	04/15/2009
	/s/ Shawn Kimel, President	04/15/2009
	/s/ Shawn Kimel, President	04/15/2009
	/s/ Shawn Kimel	04/15/2009
	** 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.