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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OMB Number: 3235-0287
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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 *

VENROCK ASSOCIATES V LP 		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 VENROCK, 3340 HILLVIEW AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/2/2012
(Street)

PALO ALTO, CA 94304
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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    6162744   D   (1) 0   (1) I   By Funds   (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
Warrant (right to buy)   $2.31   8/2/2012     D         2107728    10/19/2010   10/19/2015   Common Stock   2107728   $.0995   (3) 0   (3) I   By Funds   (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 18,486 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 an aggregate cash payment of $200.40.
( 2)  As of the effective date of the merger with Heartware, Venrock Associates V, L.P. ("VA5") was the record owner of 0 common shares of the Issuer, Venrock Entrepreneurs Fund V, L.P. ("VEF5") was the record owner of 0 common shares of the Issuer, and Venrock Partners V, L.P. ("VP5") was the record owner of 0 common shares of the Issuer (collectively, the "Shares"). As the general partners of VA5, VEF5 and VP5, respectively, Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (the "General Partners") may be deemed to own beneficially all of the Shares. Each General Partner disclaims beneficial ownership of the Shares except to the extent of its indirect pecuniary interest therein.
( 3)  These Warrants were cancelled in the merger in exchange for a cash payment of $0.0995 per Warrant share for an aggregate cash payment of $209,718.94.
( 4)  As of the effective date of the merger with Heartware, Venrock Associates V, L.P. ("VA5") was the record owner of 0 warrant securities of the Issuer, Venrock Entrepreneurs Fund V, L.P. ("VEF5") was the record owner of 0 warrant securities of the Issuer, and Venrock Partners V, L.P. ("VP5") was the record owner of 0 warrant securities of the Issuer (collectively, the "Warrants"). As the general partners of VA5, VEF5 and VP5, respectively, Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (the "General Partners") may be deemed to own beneficially all of the Warrants. Each General Partner disclaims beneficial ownership of the Warrants except to the extent of its indirect pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VENROCK ASSOCIATES V LP
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
X

VENROCK PARTNERS V L P
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
X

Venrock Entrepreneurs Fund V, L.P.
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
X

Venrock Management V, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
X

Venrock Partners Management V, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
X

VEF Management V, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
X


Signatures
/s/ David L. Stepp, authorized signatory 8/6/2012
** 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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