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
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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*
Hove Anders D

(Last) (First) (Middle)
C/O VENROCK
530 FIFTH AVENUE, 22ND FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WORLD HEART CORP [ WHRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/21/2010
4. 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 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 01/21/2010 P 388,350(1) A $5.15(2) 4,055,016(3) I By Fund(4)
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
Common Stock Warrant (right to buy) $4.9 01/21/2010 P 388,350(5) 01/26/2010 04/26/2011 Common Stock 388,350(5) $5.15(2) 388,350(5) I By Fund(4)
Common Stock Warrant (right to buy) $4.9 01/21/2010 P 388,350(6) 01/26/2010 01/26/2015 Common Stock 388,350(6) $5.15(2) 388,350(6) I By Fund(4)
Explanation of Responses:
1. Represents an aggregate of (a) 350,408 shares of common stock purchased by Venrock Associates V, L.P., (b) 8,233 shares of common stock purchased by Venrock Entrepreneurs Fund V, L.P. and (c) 29,709 shares of common stock purchased by Venrock Partners V, L.P. pursuant to that certain Securities Purchase Agreement dated as of January 21, 2010, by and among the Issuer and the investors named therein (the "Purchase Agreement").
2. Represents the per unit purchase price under the Purchase Agreement of a share of common stock, a 15-month warrant to purchase one share of common stock and a five-year warrant to purchase one share of common stock.
3. Represents an aggregate of (a) 3,658,841 shares of common stock held by Venrock Associates V, L.P., (b) 85,966 shares of common stock held by Venrock Entrepreneurs Fund V, L.P. and (c) 310,209 shares of common stock held by Venrock Partners V, L.P.
4. Mr. Hove is a member of Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC, each of which is the general partner, respectively, of Venrock Associates V, L.P., Venrock Entrepreneurs Fund V, L.P. and Venrock Partners V, L.P. Mr. Hove disclaims beneficial ownership of these securities held by Venrock Associates V, L.P., Venrock Entrepreneurs Fund V, L.P. and Venrock Partners V, L.P., except to the extent of his indirect pro-rata pecuniary interest therein.
5. Represents an aggregate of 15-month warrants purchased pursuant to the Purchase Agreement by (a) Venrock Associates V, L.P., exercisable to purchase up to 350,408 shares of common stock, (b) Venrock Entrepreneurs Fund V, L.P., exercisable to purchase up to 8,233 shares of common stock, and (c) Venrock Partners V, L.P., exercisable to purchase up to 29,709 shares of common stock.
6. Represents an aggregate of five-year warrants purchased pursuant to the Purchase Agreement by (a) Venrock Associates V, L.P., exercisable to purchase up to 350,408 shares of common stock, (b) Venrock Entrepreneurs Fund V, L.P., exercisable to purchase up to 8,233 shares of common stock, and (c) Venrock Partners V, L.P., exercisable to purchase up to 29,709 shares of common stock.
Remarks:
/s/ Anders D. Hove 01/26/2010
** 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).
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