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) 10/19/2010 | ||||||||||||||||||||||||||
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 | 10/19/2010 | P | 2,107,728(1) | A | $2.135(2) | 6,162,744(3) | I | By Fund(4) |
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 | ||||||||
Common Stock Warrant (right to buy) | $2.31 | 10/19/2010 | P | 2,107,728(5) | 10/19/2010 | 10/19/2015 | Common Stock | 2,107,728(5) | $2.135(2) | 2,107,728(5) | I | By Fund(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents an aggregate of (a) 1,901,803 shares of common stock purchased by Venrock Associates V, L.P., (b) 44,684 shares of common stock purchased by Venrock Entrepreneurs Fund V, L.P. and (c) 161,241 shares of common stock purchased by Venrock Partners V, L.P. pursuant to that certain Securities Purchase Agreement dated as of October 13, 2010, by and among World Heart Corporation 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 and a five-year warrant to purchase one share of common stock. |
3. Represents an aggregate of (a) 5,560,644 shares of common stock held by Venrock Associates V, L.P., (b) 130,650 shares of common stock held by Venrock Entrepreneurs Fund V, L.P. and (c) 471,450 shares of common stock held by Venrock Partners V, L.P. |
4. Filed by Venrock Associates V, L.P., Venrock Entrepreneurs Fund V, L.P. and Venrock Partners V, L.P. (collectively, the "Venrock Entities") and the general partner of each Venrock Entity, respectively, Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (collectively, the "Venrock GPs"). As the general partners of the respective Venrock Entities, the Venrock GPs may be deemed to own beneficially all of the shares of common stock and warrants owned by the Venrock Entities. Each Venrock GP disclaims beneficial ownership of these securities owned by the Venrock Entities except to the extent of their indirect pro-rata pecuniary interest therein. |
5. 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 1,901,803 shares of common stock, (b) Venrock Entrepreneurs Fund V, L.P., exercisable to purchase up to 44,684 shares of common stock, and (c) Venrock Partners V, L.P., exercisable to purchase up to 161,241 shares of common stock. |
Remarks: |
/s/ David L. Stepp, Authorized Signatory | 10/21/2010 | |
/s/ David L. Stepp, Authorized Signatory | 10/21/2010 | |
/s/ David L. Stepp, Authorized Signatory | 10/21/2010 | |
/s/ David L. Stepp, Authorized Signatory | 10/21/2010 | |
/s/ David L. Stepp, Authorized Signatory | 10/21/2010 | |
/s/ David L. Stepp, Authorized Signatory | 10/21/2010 | |
** 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). | ||
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. |