SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
SRB Management, L.P.

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2006
3. Issuer Name and Ticker or Trading Symbol
WORLD HEART CORP [ WHT.TO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value 11,000,000(1)(2)(3)(4) I(1)(2)(3)(4) By partnerships and corporations.(1)(2)(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes (i) 3,000,000 Shares beneficially owned by WS Capital, L.L.C. ("WS Capital") and WS Capital Management, L.P. ("WSC Management") for the accounts of (a) Walker Smith Capital, L.P. ("WSC"), which beneficially owns 152,000 Shares, (b) Walker Smith Capital (Q.P.), L.P. ("WSCQP"), which beneficially owns 976,400 Shares, (c) Walker Smith International Fund, Ltd. ("WS International"), which beneficially owns 1,361,200 Shares and (d) HHMI Investments, L.P. ("HHMI"), which beneficially owns 510,400 Shares, (ii) 2,000,000 shares beneficially owned by WSV Management, L.L.C. ("WSV") and WS Ventures Management, L.P. ("WSVM") for the accounts of (a) WS Opportunity Fund, L.P. ("WSO"), which beneficially owns 564,400 Shares, (b) WS Opportunity Fund (Q.P.), L.P. ("WSOQP"), which beneficially owns 490,800 Shares and (c) WS Opportunity Fund International, Ltd. ("WSO International"), which beneficially owns 944,800 Shares and
2. (iii) 6,000,000 shares beneficially owned by BC Advisors, LLC ("BCA") and SRB Management, L.P. ("SRB Management") for the accounts of (a) SRB Greenway Capital, L.P. ("SRBGC"), which beneficially owns 627,600 Shares, (b) SRB Greenway Capital (Q.P.), L.P., ("SRBQP"), which beneficially owns 5,143,200 Shares and (c) SRB Greenway Offshore Operating Fund, L.P., a Cayman Islands limited partnership ("SRB Offshore"), which beneficially owns 229,200 Shares.
3. This Form 3 is filed on behalf of WS Capital, WSC Management, WSV, WSVM, WSC, WSCQP, WS International, WSO, WSOQP, WSO International, BCA, SRB Management, SRBGC, SRBQP, SRB Offshore, Reid S. Walker, G. Stacy Smith, Patrick P. Walker and Steven R. Becker (collectively, the Filing Persons). Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and Steven R. Becker is the sole principal of BCA. WS Capital is the general partner of WSC Management, which is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WSV is the general partner of WSVM, which is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. BCA is the general partner of SRB Management, which is the general partner of SRBGC, SRBQP and SRB Offshore.
4. Each of the Filing Persons hereby expressly disclaims membership in a "group" under the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Form 3 shall not be deemed to be an admission that any such Filing Person is a member of such a group. Each of the Filing Persons hereby expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Form 3 shall not be deemed to be an admission that any such Filing Person is the beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.
Remarks:
This is Part 2 of a Form 3 filed jointly by WS Capital, WSC Management, WSV, WSVM, WSC, WSCQP, WS International, WSO, WSOQP, WSO International, BCA, SRB Management, SRBGC, SRBQP, SRB Offshore, Reid S. Walker, G. Stacy Smith, Patrick P. Walker and Steven R. Becker. The Form 3 was filed in two parts due to the restrictions in the electronic filing process.
SRB MANAGEMENT, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Steven R. Becker, Member, on behalf of all joint filers 01/25/2007
** 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 5 (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.
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