SC 13G/A 1 v103340_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 
WORLD HEART CORPORATION
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
980905301
(CUSIP Number)
 
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
1


 
 
CUSIP No. 980905301
 
1
 
NAME OF REPORTING PERSON: Steven R. Becker
 
 
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) o
 
(b) x
 
3
 
SEC USE ONLY
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
5
 
SOLE VOTING POWER: 544,110*
 
6
 
SHARED VOTING POWER: 0*
 
7
 
SOLE DISPOSITIVE POWER: 544,110*
 
8
 
SHARED DISPOSITIVE POWER: 0*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
544,110*
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%*
 
 
12
 
TYPE OF REPORTING PERSON
IN
 
* Based on information set forth on the Form 10-QSB of World Heart Corporation (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 11,507,275 shares of common stock, no par value per share (the “Shares”), of the Company issued and outstanding as of October 31, 2007. As of December 31, 2007 (the “Reporting Date”), SRB Greenway Capital, L.P. (“SRBGC”) held 57,070 Shares, SRB Greenway Capital (Q.P.), L.P. (“SRBQP”) held 466,310 Shares and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore,” and together with SRBGC and SRBQP, the “Greenway Funds”) held 20,730 Shares. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Mr. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. (“WSC”) held 13,810 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) held 88,410 Shares, Walker Smith International Fund, Ltd. (“WS International”) held 123,500 Shares and HHMI Investments, L.P. (“HHMI” and together with WSC, WSCQP and WS International, the “WS Funds”) held 46,300 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Messrs. Reid S. Walker and G. Stacy Smith are principals of WS Capital. Additionally, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”) held 51,130, WS Opportunity Fund (Q.P.), L.P. (“WSOQP”) held 44,560 Shares, and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") held 85,880 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Messrs. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Steven R. Becker may be deemed to beneficially own 544,110 Shares, or approximately 4.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 453,590 Shares, or approximately 3.9% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WS Capital and WSC Management may be deemed to beneficially own 272,020 Shares, or approximately 2.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) WSVM, WSV, and Mr. Patrick P. Walker may be deemed to beneficially own 181,570 Shares, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date.
 
2

 
 
 
CUSIP No. 980905301
 
1
 
NAME OF REPORTING PERSON: WS Capital, L.L.C.
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) o
 
(b) x
 
3
 
SEC USE ONLY
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
5
 
SOLE VOTING POWER: 0*
 
6
 
SHARED VOTING POWER: 272,020*
 
7
 
SOLE DISPOSITIVE POWER: 0*
 
8
 
SHARED DISPOSITIVE POWER: 272,020*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,020*
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%*
 
 
12
 
TYPE OF REPORTING PERSON
HC/OO
 
* Based on information set forth on the Form 10-QSB of World Heart Corporation (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 11,507,275 shares of common stock, no par value per share (the “Shares”), of the Company issued and outstanding as of October 31, 2007. As of December 31, 2007 (the “Reporting Date”), SRB Greenway Capital, L.P. (“SRBGC”) held 57,070 Shares, SRB Greenway Capital (Q.P.), L.P. (“SRBQP”) held 466,310 Shares and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore,” and together with SRBGC and SRBQP, the “Greenway Funds”) held 20,730 Shares. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Mr. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. (“WSC”) held 13,810 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) held 88,410 Shares, Walker Smith International Fund, Ltd. (“WS International”) held 123,500 Shares and HHMI Investments, L.P. (“HHMI” and together with WSC, WSCQP and WS International, the “WS Funds”) held 46,300 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Messrs. Reid S. Walker and G. Stacy Smith are principals of WS Capital. Additionally, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”) held 51,130, WS Opportunity Fund (Q.P.), L.P. (“WSOQP”) held 44,560 Shares, and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") held 85,880 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Messrs. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Steven R. Becker may be deemed to beneficially own 544,110 Shares, or approximately 4.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 453,590 Shares, or approximately 3.9% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WS Capital and WSC Management may be deemed to beneficially own 272,020 Shares, or approximately 2.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) WSVM, WSV, and Mr. Patrick P. Walker may be deemed to beneficially own 181,570 Shares, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date.
 
3

 

 
 
CUSIP No. 980905301
 
1
 
NAME OF REPORTING PERSON: WS Capital Management, L.P.
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  o
 
(b) x
 
3
 
SEC USE ONLY
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
5
 
SOLE VOTING POWER: 0*
 
6
 
SHARED VOTING POWER: 272,020*
 
7
 
SOLE DISPOSITIVE POWER: 0*
 
8
 
SHARED DISPOSITIVE POWER: 272,020*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,020*
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%*
 
 
12
 
TYPE OF REPORTING PERSON
IA/PN
 
* Based on information set forth on the Form 10-QSB of World Heart Corporation (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 11,507,275 shares of common stock, no par value per share (the “Shares”), of the Company issued and outstanding as of October 31, 2007. As of December 31, 2007 (the “Reporting Date”), SRB Greenway Capital, L.P. (“SRBGC”) held 57,070 Shares, SRB Greenway Capital (Q.P.), L.P. (“SRBQP”) held 466,310 Shares and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore,” and together with SRBGC and SRBQP, the “Greenway Funds”) held 20,730 Shares. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Mr. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. (“WSC”) held 13,810 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) held 88,410 Shares, Walker Smith International Fund, Ltd. (“WS International”) held 123,500 Shares and HHMI Investments, L.P. (“HHMI” and together with WSC, WSCQP and WS International, the “WS Funds”) held 46,300 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Messrs. Reid S. Walker and G. Stacy Smith are principals of WS Capital. Additionally, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”) held 51,130, WS Opportunity Fund (Q.P.), L.P. (“WSOQP”) held 44,560 Shares, and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") held 85,880 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Messrs. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Steven R. Becker may be deemed to beneficially own 544,110 Shares, or approximately 4.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 453,590 Shares, or approximately 3.9% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WS Capital and WSC Management may be deemed to beneficially own 272,020 Shares, or approximately 2.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) WSVM, WSV, and Mr. Patrick P. Walker may be deemed to beneficially own 181,570 Shares, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date.
 
4

 

 
 
CUSIP No. 980905301
 
1
 
NAME OF REPORTING PERSON:WSV Management, L.L.C.
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  o
 
(b) x
 
3
 
SEC USE ONLY
 
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
5
 
SOLE VOTING POWER: 0*
 
6
 
SHARED VOTING POWER: 181,570*
 
7
 
SOLE DISPOSITIVE POWER: 0*
 
8
 
SHARED DISPOSITIVE POWER: 181,570*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,570*
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%*
 
 
12
 
TYPE OF REPORTING PERSON
HC/OO

 
* Based on information set forth on the Form 10-QSB of World Heart Corporation (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 11,507,275 shares of common stock, no par value per share (the “Shares”), of the Company issued and outstanding as of October 31, 2007. As of December 31, 2007 (the “Reporting Date”), SRB Greenway Capital, L.P. (“SRBGC”) held 57,070 Shares, SRB Greenway Capital (Q.P.), L.P. (“SRBQP”) held 466,310 Shares and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore,” and together with SRBGC and SRBQP, the “Greenway Funds”) held 20,730 Shares. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Mr. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. (“WSC”) held 13,810 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) held 88,410 Shares, Walker Smith International Fund, Ltd. (“WS International”) held 123,500 Shares and HHMI Investments, L.P. (“HHMI” and together with WSC, WSCQP and WS International, the “WS Funds”) held 46,300 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Messrs. Reid S. Walker and G. Stacy Smith are principals of WS Capital. Additionally, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”) held 51,130, WS Opportunity Fund (Q.P.), L.P. (“WSOQP”) held 44,560 Shares, and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") held 85,880 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Messrs. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Steven R. Becker may be deemed to beneficially own 544,110 Shares, or approximately 4.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 453,590 Shares, or approximately 3.9% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WS Capital and WSC Management may be deemed to beneficially own 272,020 Shares, or approximately 2.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) WSVM, WSV, and Mr. Patrick P. Walker may be deemed to beneficially own 181,570 Shares, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date.
 
5

 

 
 
CUSIP No. 980905301
 
1
 
NAME OF REPORTING PERSON: WS Ventures Management, L.P.
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  o
 
(b) x
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
5
 
SOLE VOTING POWER: 0*
 
6
 
SHARED VOTING POWER: 181,570*
 
7
 
SOLE DISPOSITIVE POWER: 0*
 
8
 
SHARED DISPOSITIVE POWER: 181,570*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,570*
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%*
 
 
12
 
TYPE OF REPORTING PERSON
IA/PN

 
* Based on information set forth on the Form 10-QSB of World Heart Corporation (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 11,507,275 shares of common stock, no par value per share (the “Shares”), of the Company issued and outstanding as of October 31, 2007. As of December 31, 2007 (the “Reporting Date”), SRB Greenway Capital, L.P. (“SRBGC”) held 57,070 Shares, SRB Greenway Capital (Q.P.), L.P. (“SRBQP”) held 466,310 Shares and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore,” and together with SRBGC and SRBQP, the “Greenway Funds”) held 20,730 Shares. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Mr. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. (“WSC”) held 13,810 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) held 88,410 Shares, Walker Smith International Fund, Ltd. (“WS International”) held 123,500 Shares and HHMI Investments, L.P. (“HHMI” and together with WSC, WSCQP and WS International, the “WS Funds”) held 46,300 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Messrs. Reid S. Walker and G. Stacy Smith are principals of WS Capital. Additionally, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”) held 51,130, WS Opportunity Fund (Q.P.), L.P. (“WSOQP”) held 44,560 Shares, and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") held 85,880 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Messrs. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Steven R. Becker may be deemed to beneficially own 544,110 Shares, or approximately 4.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 453,590 Shares, or approximately 3.9% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WS Capital and WSC Management may be deemed to beneficially own 272,020 Shares, or approximately 2.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) WSVM, WSV, and Mr. Patrick P. Walker may be deemed to beneficially own 181,570 Shares, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date.
 
6

 

 
 
CUSIP No. 980905301
 
1
 
NAME OF REPORTING PERSON: Reid S. Walker
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  o
 
(b) x
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
5
 
SOLE VOTING POWER: 0*
 
6
 
SHARED VOTING POWER: 453,590*
 
7
 
SOLE DISPOSITIVE POWER: 0*
 
8
 
SHARED DISPOSITIVE POWER: 453,590*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,590*
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.9%*
 
 
12
 
TYPE OF REPORTING PERSON
IN
 
* Based on information set forth on the Form 10-QSB of World Heart Corporation (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 11,507,275 shares of common stock, no par value per share (the “Shares”), of the Company issued and outstanding as of October 31, 2007. As of December 31, 2007 (the “Reporting Date”), SRB Greenway Capital, L.P. (“SRBGC”) held 57,070 Shares, SRB Greenway Capital (Q.P.), L.P. (“SRBQP”) held 466,310 Shares and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore,” and together with SRBGC and SRBQP, the “Greenway Funds”) held 20,730 Shares. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Mr. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. (“WSC”) held 13,810 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) held 88,410 Shares, Walker Smith International Fund, Ltd. (“WS International”) held 123,500 Shares and HHMI Investments, L.P. (“HHMI” and together with WSC, WSCQP and WS International, the “WS Funds”) held 46,300 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Messrs. Reid S. Walker and G. Stacy Smith are principals of WS Capital. Additionally, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”) held 51,130, WS Opportunity Fund (Q.P.), L.P. (“WSOQP”) held 44,560 Shares, and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") held 85,880 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Messrs. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Steven R. Becker may be deemed to beneficially own 544,110 Shares, or approximately 4.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 453,590 Shares, or approximately 3.9% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WS Capital and WSC Management may be deemed to beneficially own 272,020 Shares, or approximately 2.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) WSVM, WSV, and Mr. Patrick P. Walker may be deemed to beneficially own 181,570 Shares, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date.
 
7




 
CUSIP No. 980905301
 
1
 
NAME OF REPORTING PERSON: G. Stacy Smith
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) o
 
(b) x
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
5
 
SOLE VOTING POWER: 0*
 
6
 
SHARED VOTING POWER: 453,590*
 
7
 
SOLE DISPOSITIVE POWER: 0*
 
8
 
SHARED DISPOSITIVE POWER: 453,590*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,590*
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.9%*
 
 
12
 
TYPE OF REPORTING PERSON
IN
 
* Based on information set forth on the Form 10-QSB of World Heart Corporation (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 11,507,275 shares of common stock, no par value per share (the “Shares”), of the Company issued and outstanding as of October 31, 2007. As of December 31, 2007 (the “Reporting Date”), SRB Greenway Capital, L.P. (“SRBGC”) held 57,070 Shares, SRB Greenway Capital (Q.P.), L.P. (“SRBQP”) held 466,310 Shares and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore,” and together with SRBGC and SRBQP, the “Greenway Funds”) held 20,730 Shares. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Mr. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. (“WSC”) held 13,810 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) held 88,410 Shares, Walker Smith International Fund, Ltd. (“WS International”) held 123,500 Shares and HHMI Investments, L.P. (“HHMI” and together with WSC, WSCQP and WS International, the “WS Funds”) held 46,300 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Messrs. Reid S. Walker and G. Stacy Smith are principals of WS Capital. Additionally, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”) held 51,130, WS Opportunity Fund (Q.P.), L.P. (“WSOQP”) held 44,560 Shares, and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") held 85,880 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Messrs. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Steven R. Becker may be deemed to beneficially own 544,110 Shares, or approximately 4.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 453,590 Shares, or approximately 3.9% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WS Capital and WSC Management may be deemed to beneficially own 272,020 Shares, or approximately 2.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) WSVM, WSV, and Mr. Patrick P. Walker may be deemed to beneficially own 181,570 Shares, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date.
 

8



 
CUSIP No. 980905301
 
1
 
NAME OF REPORTING PERSON: Patrick P. Walker
 
I.R.S. Identification Nos. of above persons (entities only):
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  o
 
(b) x
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
5
 
SOLE VOTING POWER: 0*
 
6
 
SHARED VOTING POWER: 181,570*
 
7
 
SOLE DISPOSITIVE POWER: 0*
 
8
 
SHARED DISPOSITIVE POWER: 181,570*
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,570*
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%*
 
 
12
 
TYPE OF REPORTING PERSON
IN
 
* Based on information set forth on the Form 10-QSB of World Heart Corporation (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 11,507,275 shares of common stock, no par value per share (the “Shares”), of the Company issued and outstanding as of October 31, 2007. As of December 31, 2007 (the “Reporting Date”), SRB Greenway Capital, L.P. (“SRBGC”) held 57,070 Shares, SRB Greenway Capital (Q.P.), L.P. (“SRBQP”) held 466,310 Shares and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore,” and together with SRBGC and SRBQP, the “Greenway Funds”) held 20,730 Shares. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Mr. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. (“WSC”) held 13,810 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) held 88,410 Shares, Walker Smith International Fund, Ltd. (“WS International”) held 123,500 Shares and HHMI Investments, L.P. (“HHMI” and together with WSC, WSCQP and WS International, the “WS Funds”) held 46,300 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Messrs. Reid S. Walker and G. Stacy Smith are principals of WS Capital. Additionally, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”) held 51,130, WS Opportunity Fund (Q.P.), L.P. (“WSOQP”) held 44,560 Shares, and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") held 85,880 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Messrs. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Steven R. Becker may be deemed to beneficially own 544,110 Shares, or approximately 4.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 453,590 Shares, or approximately 3.9% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WS Capital and WSC Management may be deemed to beneficially own 272,020 Shares, or approximately 2.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) WSVM, WSV, and Mr. Patrick P. Walker may be deemed to beneficially own 181,570 Shares, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date.
 

9

 
Item 1(a). Name of Issuer: World Heart Corporation
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
7799 Pardee Lane
Oakland, CA 94621
 
Item 2(a).
Name of Person Filing:
 
Steven R. Becker
WS Capital, L.L.C.
WS Capital Management, L.P.
WSV Management, L.L.C.
WS Ventures Management, L.P.
Reid S. Walker
G. Stacy Smith
Patrick P. Walker
 
Item 2(b).
Address of Principal Business Office or if none, Residence:
 
300 Crescent Court, Suite 1111
Dallas, Texas 75201
 
Item 2(c).
Citizenship:
 
Steven R. Becker:
United States
WS Capital, L.L.C.:
Texas
WS Capital Management, L.P.:
Texas
WSV Management, L.L.C.:
Texas
WS Ventures Management, L.P.:
Texas
Reid S. Walker:
United States
G. Stacy Smith:
United States
Patrick P. Walker:
United States
 
Item 2(d).
Title of Class of Securities: Common stock, no par value per share
 
Item 2(e).
CUSIP Number: 980905301
 
Item 3.
Not Applicable.
 
10

 
Item 4.
Ownership:
 
(a)  
Amount Beneficially Owned:
 
Steven R. Becker:
544,110* 
WS Capital, L.L.C.:
272,020*
WS Capital Management, L.P.:
272,020*
WSV Management, L.L.C.:
181,570*
WS Ventures Management, L.P.:
181,570*
Reid S. Walker:
453,590*
G. Stacy Smith:
453,590*
Patrick P. Walker:
181,570*
 
(b)  
Percent of Class:
 

Steven R. Becker:
4.7%*
WS Capital, L.L.C.:
2.4%*
WS Capital Management, L.P.:
2.4%*
WSV Management, L.L.C.
1.6%*
WS Ventures Management, L.P.:
1.6%*
Reid S. Walker:
3.9%*
G. Stacy Smith:
3.9%*
Patrick P. Walker:
1.6%*

 

* Based on information set forth on the Form 10-QSB of World Heart Corporation (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 11,507,275 shares of common stock, no par value per share (the “Shares”), of the Company issued and outstanding as of October 31, 2007. As of December 31, 2007 (the “Reporting Date”), SRB Greenway Capital, L.P. (“SRBGC”) held 57,070 Shares, SRB Greenway Capital (Q.P.), L.P. (“SRBQP”) held 466,310 Shares and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore,” and together with SRBGC and SRBQP, the “Greenway Funds”) held 20,730 Shares. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Mr. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. (“WSC”) held 13,810 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) held 88,410 Shares, Walker Smith International Fund, Ltd. (“WS International”) held 123,500 Shares and HHMI Investments, L.P. (“HHMI” and together with WSC, WSCQP and WS International, the “WS Funds”) held 46,300 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Messrs. Reid S. Walker and G. Stacy Smith are principals of WS Capital. Additionally, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”) held 51,130, WS Opportunity Fund (Q.P.), L.P. (“WSOQP”) held 44,560 Shares, and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") held 85,880 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Messrs. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Steven R. Becker may be deemed to beneficially own 544,110 Shares, or approximately 4.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 453,590 Shares, or approximately 3.9% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WS Capital and WSC Management may be deemed to beneficially own 272,020 Shares, or approximately 2.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) WSVM, WSV, and Mr. Patrick P. Walker may be deemed to beneficially own 181,570 Shares, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date.
 
11

 
 
(c)  
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:
 
Steven R. Becker:
544,110*
 
 
(ii)
shared power to vote or to direct the vote:
 
WS Capital, L.L.C.:
272,020
WS Capital Management, L.P.:
272,020*
WSV Management, L.L.C.:
181,570*
WS Ventures Management, L.P.:
181,570*
Reid S. Walker:
453,590*
G. Stacy Smith:
453,590*
Patrick P. Walker:
181,570*

 
 
(iii)
sole power to dispose or to direct the disposition of:
 
Steven R. Becker:
544,110*
 
 
(iv)
shared power to dispose or to direct the disposition of:
 

* Based on information set forth on the Form 10-QSB of World Heart Corporation (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 11,507,275 shares of common stock, no par value per share (the “Shares”), of the Company issued and outstanding as of October 31, 2007. As of December 31, 2007 (the “Reporting Date”), SRB Greenway Capital, L.P. (“SRBGC”) held 57,070 Shares, SRB Greenway Capital (Q.P.), L.P. (“SRBQP”) held 466,310 Shares and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore,” and together with SRBGC and SRBQP, the “Greenway Funds”) held 20,730 Shares. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Mr. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. (“WSC”) held 13,810 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) held 88,410 Shares, Walker Smith International Fund, Ltd. (“WS International”) held 123,500 Shares and HHMI Investments, L.P. (“HHMI” and together with WSC, WSCQP and WS International, the “WS Funds”) held 46,300 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Messrs. Reid S. Walker and G. Stacy Smith are principals of WS Capital. Additionally, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”) held 51,130, WS Opportunity Fund (Q.P.), L.P. (“WSOQP”) held 44,560 Shares, and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") held 85,880 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Messrs. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Steven R. Becker may be deemed to beneficially own 544,110 Shares, or approximately 4.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 453,590 Shares, or approximately 3.9% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WS Capital and WSC Management may be deemed to beneficially own 272,020 Shares, or approximately 2.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) WSVM, WSV, and Mr. Patrick P. Walker may be deemed to beneficially own 181,570 Shares, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date.

12

 
WS Capital, L.L.C.:
272,020
WS Capital Management, L.P.:
272,020*
WSV Management, L.L.C.:
181,570*
WS Ventures Management, L.P.:
181,570*
Reid S. Walker:
453,590*
G. Stacy Smith:
453,590*
Patrick P. Walker:
181,570*
 
Item 5.
Ownership of Five Percent or Less of a Class: Not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:  Not Applicable.
 
Item 7.
Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group:  Not applicable.
 
Item 9.
Notice of Dissolution of Group:  Not Applicable.
 

* Based on information set forth on the Form 10-QSB of World Heart Corporation (the “Company”) as filed with the Securities and Exchange Commission on November 14, 2007, there were 11,507,275 shares of common stock, no par value per share (the “Shares”), of the Company issued and outstanding as of October 31, 2007. As of December 31, 2007 (the “Reporting Date”), SRB Greenway Capital, L.P. (“SRBGC”) held 57,070 Shares, SRB Greenway Capital (Q.P.), L.P. (“SRBQP”) held 466,310 Shares and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore,” and together with SRBGC and SRBQP, the “Greenway Funds”) held 20,730 Shares. SRB Management, L.P. (“SRB Management”) is the general partner of SRBGC, SRBQP and SRB Offshore. BC Advisors, LLC (“BCA”) is the general partner of SRB Management. Mr. Steven R. Becker is the sole principal of BCA. As a result, Mr. Becker possesses the sole power to vote and to direct the disposition of the Shares held by the Funds. In addition, as of the Reporting Date, Walker Smith Capital, L.P. (“WSC”) held 13,810 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) held 88,410 Shares, Walker Smith International Fund, Ltd. (“WS International”) held 123,500 Shares and HHMI Investments, L.P. (“HHMI” and together with WSC, WSCQP and WS International, the “WS Funds”) held 46,300 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Messrs. Reid S. Walker and G. Stacy Smith are principals of WS Capital. Additionally, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”) held 51,130, WS Opportunity Fund (Q.P.), L.P. (“WSOQP”) held 44,560 Shares, and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") held 85,880 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Messrs. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Mr. Steven R. Becker may be deemed to beneficially own 544,110 Shares, or approximately 4.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 453,590 Shares, or approximately 3.9% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WS Capital and WSC Management may be deemed to beneficially own 272,020 Shares, or approximately 2.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) WSVM, WSV, and Mr. Patrick P. Walker may be deemed to beneficially own 181,570 Shares, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date.
 
13

 
Item 10.
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
14

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
February 12, 2008
   
 
 
/s/ Steven R. Becker
 
STEVEN R. BECKER
   
 
 
/s/ Reid S. Walker
 
REID S. WALKER
   
 
 
/s/ G. Stacy Smith
 
G. STACY SMITH
   
 
 
/s/ Patrick P. Walker
 
PATRICK P. WALKER
 
 
 
WS CAPITAL, L.L.C.
 
By: /s/ Reid S. Walker 
 
Reid S. Walker, Member
   
 
 
WS CAPITAL MANAGEMENT, L.P.
 
By: WS Capital, L.L.C., its general partner
 
By: /s/ Reid S. Walker 
 
Reid S. Walker, Member
   
 
 
WSV MANAGEMENT, L.L.C.
 
By: /s/ Reid S. Walker 
 
Reid S. Walker, Member
   
 
 
WS VENTURES MANAGEMENT, L.P.
 
By: WSV Management, L.L.C., its general partner
 
By: /s/ Reid S. Walker 
 
Reid S. Walker, Member
   

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

15