- Initial Statement of Beneficial Ownership (3)
February 01 2010 - 8:36PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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February 28, 2011
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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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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VENROCK ASSOCIATES V LP
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2. Date of Event Requiring Statement (MM/DD/YYYY)
7/31/2008
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3. Issuer Name
and
Ticker or Trading Symbol
WORLD HEART CORP [WHRT]
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(Last)
(First)
(Middle)
3340 HILLVIEW AVENUE
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
PALO ALTO, CA 94304
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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3666666
(1)
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I
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By Funds
(2)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Explanation of Responses:
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(
1)
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Pursuant to the terms of that certain Recapitalization Agreement, dated June 20, 2008, as amended on July 31, 2008, by and among the Issuer and the investors named therein, Venrock Associates V, L.P. ("VA5"), Venrock Partners V, L.P. ("VP5") and Venrock Entrepreneurs Fund V, L.P. ("VEF5") purchased an aggregate of 110,000,000 shares of the Issuer's common shares. On October 27, 2008, the Issuer filed Articles of Amendment with Industry Canada, under the Canada Business Corporations Act, to effect a one-for-thirty reverse stock split and commenced trading on the NASDAQ Capital Market on a post-consolidation basis on October 28, 2008 (the "Reverse Split"). The Reverse Split affected all holders of the Issuer's common shares uniformly. The common shares listed herein are disclosed on a post-consolidation basis.
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(
2)
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As of the effective date of the Reverse Split, VA5 was the record owner of 3,308,433 common shares, VEF5 was the record owner of 77,733 common shares, and VP5 was the record owner of 280,500 common shares (collectively, the "Shares"). As the general partners of VA5, VEF5 and VP5, respectively, Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (the "General Partners") may be deemed to own beneficially all of the Shares. Each General Partner disclaims beneficial ownership of the Shares except to the extent of its indirect pecuniary interest therein.
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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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VENROCK ASSOCIATES V LP
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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Venrock Management V, LLC
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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VENROCK PARTNERS V L P
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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Venrock Partners Management V, LLC
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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Venrock Entrepreneurs Fund V, L.P.
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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VEF Management V, LLC
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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Signatures
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/s/ David L. Stepp
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2/1/2010
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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 5(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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