- Statement of Changes in Beneficial Ownership (4)
August 06 2012 - 7:06PM
Edgar (US Regulatory)
FORM 4
[
X
]
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
New Leaf Ventures II, L.P.
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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)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O NEW LEAF VENTURES, TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/2/2012
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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)
___ Form filed by One Reporting Person
_
X
_ 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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8/2/2012
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D
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6063603
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D
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(1)
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0
(1)
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D
(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. 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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Warrants (right to buy)
(3)
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$2.31
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8/2/2012
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D
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2341920
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10/19/2010
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10/19/2015
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Common Stock
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2341920
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$.0995
(3)
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0
(3)
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D
(2)
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Explanation of Responses:
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(
1)
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Disposed of pursuant to a merger agreement by and among Issuer, Ocean Acquisition Holding Inc. and Heartware International, Inc. ("Heartware") in exchange for 19,560 shares of Heartware common stock having a market value of $89.79 per share (based on a ten day Heartware average stock price, ending on and including August 1, 2012) and a cash payment of $72.21.
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(
2)
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The securities are directly held by New Leaf Ventures II, L.P. ("NLV II") and indirectly held by New Leaf Venture Associates II, L.P. ("NLV Associates"), the sole general partner of NLV II, New Leaf Venture Management II, L.L.C. ("NLV Management"), the sole general partner of NLV Associates, and the individual managers of NLV Management (NLV Associates, NLV Management and the individual managers of NLV Management each, an "Indirect Reporting Person"). The individual managers of NLV Management filing jointly with NLV II, NLV Associates and NLV Management are Philippe O. Chambon, James Niedel, Vijay Lathi, Ronald Hunt and Srinivas Akkaraju. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NLV II shares and warrants in which such Indirect Reporting Person has no actual pecuniary interest therein.
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(
3)
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These warrants were cancelled in the merger in exchange for a cash payment of $233,021.04.
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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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New Leaf Ventures II, L.P.
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY 10036
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X
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New Leaf Venture Associates II, L.P.
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY 10036
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X
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New Leaf Venture Management II, L.L.C.
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY 10036
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X
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Chambon Philippe O.
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY 10036
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X
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NIEDEL JAMES
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY 10036
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X
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Lathi Vijay K
C/O NEW LEAF VENTURES
2500 SAND HILL ROAD, SUITE 203
MENLO PARK, CA 94025
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X
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HUNT RONALD
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY 10036
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X
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AKKARAJU SRINIVAS
C/O NEW LEAF VENTURES
2500 SAND HILL ROAD, SUITE 203
MENLO PARK, CA 94025
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X
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Signatures
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/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P., the sole general partner of New Leaf Ventures II, L.P.
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8/6/2012
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**
Signature of Reporting Person
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Date
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/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P.
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8/6/2012
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**
Signature of Reporting Person
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Date
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/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C.
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8/6/2012
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**
Signature of Reporting Person
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Date
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/s/ Craig L. Slutzkin, as Attorney-in-Fact for Philippe O. Chambon
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8/6/2012
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**
Signature of Reporting Person
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Date
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/s/ Craig L. Slutzkin, as Attorney-in-Fact for James Niedel
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8/6/2012
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**
Signature of Reporting Person
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Date
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/s/ Craig L. Slutzkin, as Attorney-in-Fact for Vijay Lathi
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8/6/2012
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**
Signature of Reporting Person
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Date
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/s/ Craig L. Slutzkin, as Attorney-in-Fact for Ronald Hunt
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8/6/2012
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**
Signature of Reporting Person
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Date
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/s/ Craig L. Slutzkin, as Attorney-in-Fact for Srinivas Akkaraju
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8/6/2012
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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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