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).         
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
                      

1. Name and Address of Reporting Person *

MARXE AUSTIN W & GREENHOUSE DAVID M
2. Issuer Name and Ticker or Trading Symbol

WORLD HEART CORP [ WHRT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O SPECIAL SITUATIONS FUNDS, 527 MADISON AVENUE, SUITE 2600
3. Date of Earliest Transaction (MM/DD/YYYY)

8/2/2012
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/2/2012     D    6765732   (2) D $0   (1) 0   (1) (2) I   (2) By Limited Partnerships   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Warrants   $2.31   8/2/2012     D         2461825   (4)   10/19/2010   10/19/2015   Common Stock   2461825   (4) $0.0995   (3) 0   (3) (4) I   (4) By Limited Partnerships   (4)
Warrants   $4.9   8/2/2012     D         388350   (4)   1/26/2012   1/26/2015   Common Stock   388350   (4) $0   (5) 0   (4) (5) I   (4) By Limited Partnerships   (4)

Explanation of Responses:
( 1)  Disposed of pursuant to a merger agreement by and among the Issuer, Ocean Acquisition Holding Inc. and Heartware International, Inc. ("Heartware") in exchange for an aggregate of 16,312 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).
( 2)  This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P (QP), Special Situations Cayman Fund, L.P. (Cayman), Special Situations Private Equity Fund, LP (PE) and Special Situations Life Sciences Fund, L.P. (LS). 0 shares of Common Stock are owned by QP, 0 shares of CS are owned by Cayman, 0 shares of CS are owned by PE and 0 shares of CS are owned by LS. Marxe individually owns 0 shares of CS and Greenhouse individually owns 0 shares of CS. The interest of Marxe and Greenhouse in the shares of Common Stock owned by QP, Cayman, PE, LS, Marxe and Greenhouse are limited to the extent of his pecuniary interest.
( 3)  These Warrants were cancelled in the merger in exchange for a cash payment of $0.0995 per Warrant share.
( 4)  This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P (QP), Special Situations Cayman Fund, L.P. (Cayman), Special Situations Private Equity Fund, LP (PE) and Special Situations Life Sciences Fund, L.P. (LS). 0 Warrants are owned by QP, 0 Warrants are owned by Cayman, 0 Warrants are owned by PE and 0 Warrants owned by LS. The interest of Marxe and Greenhouse in the shares of Warrants owned by QP, Cayman, PE and LS are limited to the extent of his pecuniary interest.
( 5)  These Warrants were cancelled in the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MARXE AUSTIN W & GREENHOUSE DAVID M
C/O SPECIAL SITUATIONS FUNDS
527 MADISON AVENUE, SUITE 2600
NEW YORK, NY 10022

X


Signatures
Austin W. Marxe 8/9/2012
** Signature of Reporting Person Date

David M. Greenhouse 8/9/2012
** 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 control number.
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