-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OCIZWhAguIpKij4XWybeLlerLwYiYW6+Y3XZHpDVh1AtFhkP1tVVjLMxqHa2oO8e dVhEBbo8UNNAFsMwpXPFPg== 0000950005-06-000193.txt : 20060303 0000950005-06-000193.hdr.sgml : 20060303 20060303172957 ACCESSION NUMBER: 0000950005-06-000193 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060303 DATE AS OF CHANGE: 20060303 GROUP MEMBERS: MAVERICK VENTURE MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLD HEART CORP CENTRAL INDEX KEY: 0001024520 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50628 FILM NUMBER: 06665181 BUSINESS ADDRESS: STREET 1: 7799 PARDEE LANE CITY: OAKLAND STATE: CA ZIP: 94621 BUSINESS PHONE: 510-563-5000 MAIL ADDRESS: STREET 1: 7799 PARDEE LANE CITY: OAKLAND STATE: CA ZIP: 94621 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Maverick Venture Management, LLC CENTRAL INDEX KEY: 0001335612 IRS NUMBER: 943382092 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 737 BRYANT STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-566-3303 MAIL ADDRESS: STREET 1: 737 BRYANT STREET CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13D 1 schedule13dmaverickventure.htm SCHEDULE 13D Converted by EDGARwiz






UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D



Under the Securities Exchange Act of 1934


(Amendment No.  1 )*

 

World Heart Corporation

(Name of Issuer)


Common Shares

(Title of Class of Securities)


980905-20-2

(CUSIP Number)


Mr. Kevin R. Compton

Maverick Venture Management, LLC

737 Bryant Street

Palo Alto, CA 94301

Tel: (650) 566-3303

(Name/Address/Telephone Number of Person Authorized to Receive Notices and Communications)


   January 25, 2006    

 (Date of Event which Requires Filing of this Statement)




If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .


Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.


*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).







SCHEDULE 13D

   

CUSIP No. 980905-20-2

 

Page 2 of 5

   

1

NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)


Maverick Venture Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)  

(b)  

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS

IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

 

7

SOLE VOTING POWER

13,027,343

 

8

SHARED VOTING POWER

4,175,000

 

9

SOLE DISPOSITIVE POWER

13,027,343

 

10

SHARED DISPOSITIVE POWER


4,175,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,202,343

12

CHECK BOX IF THE AGGREGATE AMOUNT IN  ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

31.0%

14

TYPE OF REPORTING PERSON

OO







Item 1.  Security and Issuer

This Schedule 13D relates to the common shares of World Heart Corporation (“WorldHeart”).  The address of the principal executive office of WorldHeart is 7799 Pardee Lane, Oakland, California 94621.

Item 2.  Identity and Background

This Schedule 13D is filed by Maverick Venture Management, LLC, a Nevada limited liability company (“Maverick”).  Maverick is in the business of managing private investments.  Maverick’s principal business and principal office is 737 Bryant Street, Palo Alto, California 94301.

Maverick is controlled by Kevin R. Compton and Gayla J. Compton (collectively, the “Comptons”), each of whom is a manager of Maverick.  The business address of each of the Comptons is the same as Maverick’s principal office.  Mr. Compton’s principal occupation is serving as a partner of Kleiner Perkins Caufield & Byers, a venture capital firm, 2750 Sand Hill Road, Menlo Park, California 94025.  Mrs. Compton’s principal occupation is serving as a homemaker.  Each of the Comptons is a citizen of the United States of America.

During the last five years, neither Maverick nor either of the Comptons has been convicted in a criminal proceeding or been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations at, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

The funds used to purchase 8,888,889 common shares on July 29, 2005 were working capital and cash on hand.  The total funds used by Maverick to make this purchase were $12,000,000.  Maverick acquired 4,138,454 common shares from MQP Dissolution, Inc., formerly known as MedQuest Products, Inc. (“MQP”), pursuant to a liquidating distribution of common shares, as described below.

Item 4.  Purpose of Transaction

Maverick acquired the 8,888,889 common shares for investment purposes.  Maverick owns approximately 82.8% of the outstanding shares of MQP.  On January 25, 2006, MQP made an initial liquidating distribution of 5,000,000 common shares to the shareholders of MQP, including 4,138,454 shares to Maverick, bringing Maverick’s direct holdings to 13,027,343 shares.  Maverick is holding all of its common shares solely for investment purposes.

Maverick may acquire on the open market from time to time additional common shares.  Maverick may also sell common shares of WorldHeart from time to time.  Maverick is entitled to nominate up to two directors of WorldHeart, depending on the percentage ownership of common shares held by Maverick.  

Except as described above, neither Maverick nor either of the Comptons has present plans or intentions relating to the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.







Maverick shares beneficial ownership of 4,175,000 common shares held by MQP, as discussed below.

Item 5.  Interest in Securities of the Issuer

(a)

Maverick beneficially owns 17,202,343 common shares of WorldHeart, which represents approximately 31.0% of the outstanding common shares.  Each of the Comptons is deemed to be the beneficial owner of all shares owned by Maverick.  Each of the Comptons disclaims beneficial ownership of all shares that are not held directly by Maverick pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended.

(b)

Maverick has sole power to vote and dispose of 13,027,343 common shares and has shared power to vote and dispose of 4,175,000 common shares which are held by MQP.  Each of the Comptons has shared power to vote and dispose of the 13,027,343 common shares held by Maverick and are deemed to have shared power to vote and dispose of the 4,175,000 common shares held by MQP by virtue of their control position.  As indicated above, each of the Comptons disclaims beneficial ownership of all shares that are not held directly by Maverick pursuant to Rule 13d-4.

(c)

Except as described in Item 4 above, during the 60 days prior to the date of this filing, neither Maverick nor either of the Comptons has effected any transactions in the common shares.

(d)

No person other than Maverick and the Comptons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 13,027,343 common shares held by Maverick.  To the knowledge of Maverick, no person other than MQP (including its officers and directors through whom MQP acts) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 4,175,000 common shares held by MQP.  Ten percent of the common shares owned by MQP are subject to the terms of an escrow agreement, as described below.

(e)

N/A.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Under the terms of the Escrow Agreement dated July 29, 2005 by and among WorldHeart, MQP and CIBC Mellon Trust Company, 10% of the 9,300,000 common shares issued to MQP are being held in escrow until July 31, 2006, and WorldHeart may make a claim against those common shares for any damages suffered by WorldHeart arising as a result of a breach by MQP of the Asset Purchase Agreement dated January 31, 2005, as amended, between MQP and WorldHeart.

Pursuant to the Purchase Agreement dated January 31, 2005 between WorldHeart and Maverick, Maverick is entitled to nominate up to two directors of WorldHeart, depending on the percentage ownership of common shares held by Maverick.







Item 7.  Material to be Filed as Exhibits

N/A.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



March 1, 2006

/s/ Kevin R. Compton

Date

Signature


Kevin R. Compton, Manager

Name/Title





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