FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/11/2007 |
3. Issuer Name and Ticker or Trading Symbol
WORLD HEART CORP [ WHRT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
8% Secured Convertible Promissory Note | (1) | 12/11/2017 | Common Stock | 2,858,861 | $1.7489(2) | D | |
Warrant (right to buy) | (3) | 12/11/2012 | Common Stock | 3,400,000 | $0.01 | D |
Explanation of Responses: |
1. All or any portion of the principal amount of the Note then outstanding shall be convertible at any time and from time to time from after December 11, 2007. $1 million of the Note is outstanding as of December 11, 2007 and an additional $4,000,000 is to be funded on or about January 3, 2007. |
2. The principal amount of the Note is convertible at $1.7489, subject to anti-dilution adjustments in the event that World Heart Corporation issues securities at a lower effective price, at any time. The Note will accrue interest at 8% per annum and, at the option of ABIOMED, the interest may be converted into common shares at the then market value. |
3. This warrant is immediately exercisable for up to 680,000 shares of common stock and will become exercisable for the remaining 2,720,000 shares of common stock on or about January 3, 2008. |
/s/ Michael R. Minogue, Chairman, CEO and President for ABIOMED, Inc. | 12/20/2007 | |
** 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 5 (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. |