SEC FORM 3 SEC Form 3
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*
GBS Venture Partners Pty, Ltd

(Last) (First) (Middle)
LEVEL 5
71 COLLINS ST.

(Street)
MELBOURNE C3 VIC 3000

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2012
3. Issuer Name and Ticker or Trading Symbol
Sunshine Heart, Inc. [ SSH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
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)
Common Stock 379,596 I By GBS Bioventures II A/C(1)
Common Stock 815,165 I By GBS Bioventures III A/C(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Common Stock Warrant (right to buy) (3) 12/08/2014 Common Stock 79,083 6.5114 I By GBS Bioventures II A/C(1)
Common Stock Warrant (right to buy) (3) 12/08/2014 Common Stock 169,826 6.5114 I By GBS Bioventures III A/C(2)
1. Name and Address of Reporting Person*
GBS Venture Partners Pty, Ltd

(Last) (First) (Middle)
LEVEL 5
71 COLLINS ST.

(Street)
MELBOURNE C3 VIC 3000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GBS Bioventures II A/C

(Last) (First) (Middle)
LEVEL 5
71 COLLINS ST

(Street)
MELBOURNE C3 VIC 3000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GBS Bioventures III A/C

(Last) (First) (Middle)
LEVEL 5
71 COLLINS ST

(Street)
MELBOURNE C3 VIC 3000

(City) (State) (Zip)
Explanation of Responses:
1. Represents securities held directly by GBS Bioventures II A/C. Dr. Geoffrey Brooke is a managing director of GBS Venture Partners Pty, Ltd. which manages GBS Bioventures II A/C. Dr. Brooke, a director of the Issuer, shares voting and investment power with another partner and may be deemed to be an indirect beneficial owner of the reported securities. Dr. Brooke disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest. This report shall not be deemed an admission that Dr. Brooke is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. Represents securities held directly by GBS Bioventures III A/C. Dr. Geoffrey Brooke is a managing director of GBS Venture Partners Pty, Ltd. which manages GBS Bioventures III A/C. Dr. Brooke, a director of the Issuer, shares voting and investment power with another partner and may be deemed to be an indirect beneficial owner of the reported securities. Dr. Brooke disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest. This report shall not be deemed an admission that Dr. Brooke is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
3. Immediately exercisable.
/s/ Kassendra D. Galindo, attorney-in-fact 02/28/2012
/s/ Kassendra D. Galindo, attorney-in-fact 02/28/2012
/s/ Kassendra D. Galindo, attorney-in-fact 02/28/2012
** 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 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.
POWER OF ATTORNEY


Each of the undersigned hereby authorizes and designates
each of Jeffrey Mathiesen, Jonathan R. Zimmerman,
Matthew R. Kuhn, James R. DeBuse,
Kassendra D. Galindo, Julie Regnier and Lauren Graff in
signing singly, as its true and lawful
attorney-in-fact:

(1) execute for and on behalf, in the undersigned's
capacity as greater than 10%
stockholder of Sunshine Heart, Inc. (the "Company"),
Forms ID, 3, 4, and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934 (the "Exchange
Act") and the rules and regulations promulgated
thereunder;

(2) execute for and on the undersigned's behalf,
in the undersigned's capacity as a greater than 5%
stockholder of the Company, any Schedule 13D or
amendments thereto in accordance with Section 13
of the Exchange Act and the rules and regulations
promulgated thereunder;

(3) do and perform any and all acts for and on the
undersigned's behalf which may be necessary or desirable
to complete and execute any such Forms ID, Schedule 13G,
Schedule 13D or any Forms 3, 4, or 5 or any amendments
thereto and timely file such form with the
Securities and Exchange Commission, and any stock
exchange or similar authority; and

(4) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be to the undersigned's
benefit, in the undersigned's best interest, or
legally required of the undersigned, it being
understood that the statements
executed by such attorney-in-fact on the undersigned's
behalf pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
such attorney-in-fact may approve in such
attorney-in-fact's discretion.

Each of the undersigned hereby further grants to each
such attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as
the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this
Power of Attorney and the rights and powers herein
granted. Each of the undersigned hereby acknowledges
that the foregoing attorneys-in-fact, in serving in
such capacity at the undersigned's
request, are not assuming, nor is
the Company or any such attorney-in-fact's substitute
or substitutes assuming, nor is the Company or any such
attorney-in-fact's substitute or substitutes assuming,
any of the undersigned's responsibilities to comply
with Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and
effect with respect to each of the undersigned until
such person is no longer required to file a
Schedule 13G, Schedule 13D, and/or
Forms ID, 3, 4, and 5 with respect to the undersigned's
holdings of and transactions in securities issued
by the Company, unless earlier revoked by such person
in a signed writing delivered to the foregoing
attorneys-in-fact. Nothwithstanding the foregoing,
if any such attorney-in-fact hereafter ceases to be at
least one of the following: (i) a partner of Faegre Baker
Daniels LLP, or (ii) an employee of Faegre Baker Daniels
LLP, this Power of Attorney shall be automatically
revoked solely as to such individual, immediately upon
such cessation, without any further action on the part
of the undersigned.

Each of the undersigned hereby revokes all previous Powers
of Attorney that may have been granted by any of the
undersigned in connection with any of the reporting
obligations of any of the undersigned, if any,
under Sections 13 and 16 of the Exchange Act with respect
to each of the undersigned's holdings of and transactions
in securities issued by the Company.

IN WITNESS WHEREOF, each of the undersigned has caused
this Power of Attorney to be duly executed as of this
16th day of February, 2012.

/s/ GBS Venture Partners Pty, Ltd.
/s/ GBS Bioventures II A/C
/s/ GBS Bioventures III A/C