SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Hart Charles A

(Last)

(First)

(Middle)

19345 RHINESTONE STREET NW

(Street)

ANOKA

55303

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOHEART, INC. [ BHRT.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/15/2011		P4	2,200,000	A	$0.03	3,583,050	D
Common Stock							423,870	I	by spouse

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$0.03	12/15/2011		4A	2,200,000		05/15/2012	12/15/2022	Commom Stock	2,200,000	$0	2,969,110	D
Warrant (right to buy)	$0.59						10/01/2009	04/01/2012	Common Stock	183,672		2,969,110	D
Warrant (right to buy)	$0.68						10/16/2009	04/16/2012	Common Stock	26,316		2,969,110	D
Warrant (right to buy)	$0.82						11/14/2009	05/14/2012	Common Stock	22,059		2,969,110	D
Warrant (right to buy)	$0.18						05/30/2011	11/30/2013	Common Stock	90,310		2,969,110	D
Warrant (right to buy)	$0.18						06/13/2011	12/13/2013	Common Stock	337,790		2,969,110	D
Warrant (right to buy)	$0.65						09/16/2010	03/16/2013	Common Stock	2,160		418,830	I	By Spouse
Warrant (right to buy)	$0.64						02/21/2010	08/21/2012	Common Stock	108,963		2,969,110	D
Warrant (right to buy)	$0.06						01/06/2012	07/06/2014	Common Stock	416,670		418,830	I	By Spouse
Stock Option (right to buy)	$0.68						02/10/2010	02/10/2020	Common Stock	20,000		570,000	D
Stock Option (right to buy)	$0.92						11/05/2009	11/05/2019	Common Stock	50,000		570,000	D
Stock Option (right to buy)	$0.21						08/12/2011	08/12/2021	Common Stock	40,000		570,000	D
Stock Option (right to buy)	$0.07						08/29/2011	08/29/2021	Common Stock	460,000		570,000	D

Explanation of Responses:

	Catherine Sulawske-Guck (attorney-in-fact)	01/19/2012
	** 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.