- Statement of Changes in Beneficial Ownership (4)
January 26 2010 - 8:20PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hove Anders D
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2. Issuer Name
and
Ticker or Trading Symbol
WORLD HEART CORP
[
WHRT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VENROCK, 530 FIFTH AVENUE, 22ND FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/21/2010
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/21/2010
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P
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388350
(1)
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A
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$5.15
(2)
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4055016
(3)
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I
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By Fund
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Warrant (right to buy)
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$4.90
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1/21/2010
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P
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388350
(5)
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1/26/2010
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4/26/2011
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Common Stock
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388350
(5)
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$5.15
(2)
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388350
(5)
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I
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By Fund
(4)
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Common Stock Warrant (right to buy)
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$4.90
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1/21/2010
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P
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388350
(6)
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1/26/2010
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1/26/2015
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Common Stock
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388350
(6)
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$5.15
(2)
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388350
(6)
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I
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By Fund
(4)
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Explanation of Responses:
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(
1)
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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").
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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(
5)
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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.
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(
6)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hove Anders D
C/O VENROCK
530 FIFTH AVENUE, 22ND FLOOR
NEW YORK, NY 10036
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X
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X
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Signatures
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/s/ Anders D. Hove
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1/26/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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