FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WORLD HEART CORP [ WHRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/02/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 03/02/2005 | C | 4,993 | A | $1.25 | 4,993(3) | I | See footnotes(1)(2)(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Convertible Debentures (right to buy) | $1.25 | 03/02/2005 | C | 229,461(4) | 09/15/2004 | 09/15/2009 | Common Stock | 185,617(5) | $229,461 | 1,121,159 | I | See footnotes(1)(2)(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 4 is filed on behalf of WS Capital, L.L.C. ("WS Capital"), WS Capital Management, L.P. ("WS Management"), WSV Management, L.L.C. ("WSV"), WS Ventures Management, L.P. ("WSVM"), Walker Smith Capital, L.P. ("WSC"), Walker Smith Capital (Q.P.), L.P. ("WSCQP"), Walker Smith International Fund, Ltd. ("WS International"), WS Opportunity Fund, L.P. ("WSO"), WS Opportunity Fund (Q.P.), L.P. ("WSOQP"), WS Opportunity Fund International, Ltd. ("WSO International"), Reid S. Walker, G. Stacy Smith and Patrick P. Walker (collectively, the "Filing Persons"). |
2. WS Capital is the general partner of WS Management, which is the general partner of WSC and WSCQP and the investment manager and agent and attorney-in-fact for WS International. WSV is the general partner of WSVM, which is the general partner of WSO and WSOQP and the investment manager and agent and attorney-in-fact for WSO International. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV. |
3. Includes (i) 2,944 shares held by WSC, (ii) 604 shares held by WSCQP, (iii) 992 shares held by WS International, (iv) 141 shares held by WSO, (iv) 106 shares held by WSOQP and (vi) 206 shares held by WSO International. |
4. Includes (i) $67,584 principal amount of convertible debentures converted by WSCQP, (ii) $110,994 principal amount of convertible debentures converted by WS International, (iii) $15,855 principal amount of convertible debentures converted by WSO, (iv) $11,889 principal amount of convertible debentures converted by WSOQP and (v) $23,139 principal amount of convertible debentures converted by WSO International. |
5. Includes (i) 54,671 conversion shares issued to WSCQP, (ii) 89,787 conversion shares issued to WS International, (iii) 12,825 conversion shares issued to WSO, (iv) 9,617 conversion shares issued to WSOQP and (v) 18,717 conversion shares issued to WSO International. |
6. Each of the Filing Persons hereby expressly disclaims membership in a "group" under Section 13(d) of the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Form 4 shall not be deemed to be an admission that any such Filing Person is a member of such a group. Each of the Filing Persons hereby expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
/s/ Reid S. Walker, for WS Capital, L.L.C. | 03/04/2005 | |
/s/ Reid S. Walker, for WS Capital Management, L.P. | 03/04/2005 | |
/s/ Reid S. Walker, for WSV Management, L.L.C. | 03/04/2005 | |
/s/ Reid S. Walker, for WS Ventures Management, L.P. | 03/04/2005 | |
/s/ Reid S. Walker, for Walker Smith International Fund, Ltd. | 03/04/2005 | |
/s/ Reid S. Walker, for WS Opportunity Fund International, Ltd. | 03/04/2005 | |
/s/ Reid S. Walker | 03/04/2005 | |
/s/ G. Stacy Smith | 03/04/2005 | |
/s/ Patrick P. Walker | 03/04/2005 | |
** 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 Number. |