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* Osiris Partners, LLC (Last) (First) (Middle) ONE LIBERTY SQUARE FIFTH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/17/2012	3. Issuer Name and Ticker or Trading Symbol CAMBRIDGE HEART INC [ CAMH ]
		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	3,759,147	I	See Footnote(1)

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
Series D Convertible Preferred Stock	(2)	(2)	Common Stock	3,292,683	$0.082	I	See Footnote(1)
Senior Secured Convertible Promissory Notes	01/17/2012	01/17/2013	Common Stock	1,545,454	$0.11(3)	I	See Footnote(1)
Common Stock Warrants	12/20/2010	12/20/2015	Common Stock	1,125,000	$0.25	I	See Footnote(1)
Common Stock Warrants	01/17/2012	01/17/2016	Common Stock	1,545,454	$0.15(4)	I	See Footnote(1)
Additional Investment Right	01/17/2012	07/15/2012	Common Stock	772,726	(5)	I	See Footnote(1)

1. Name and Address of Reporting Person* Osiris Partners, LLC (Last) (First) (Middle) ONE LIBERTY SQUARE FIFTH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OSIRIS INVESTMENT PARTNERS LP (Last) (First) (Middle) ONE LIBERTY SQUARE FIFTH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Stuka Paul (Last) (First) (Middle) ONE LIBERTY SQUARE 5TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities reported herein are held by Osiris Investment Partners, L.P. ("Osiris LP"), an investment fund for which Osiris Partners, LLC ("Osiris LLC") serves as general partner. Mr. Stuka serves as managing member of Osiris LLC. In such capacities, Osiris LLC and Mr. Stuka may be deemed to beneficially own the reported securities. Mr. Stuka, Osiris LLC and Osiris LP each disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

2. Osiris LP owns 270,000 shares of Series D Convertible Preferred Stock of the Company. Each share of the Series D Convertible Preferred Stock is convertible into a number of shares of the Company's Common Stock equal to $1,000 divided by the conversion price, which is $0.082 per common share.

3. The conversion price of the Senior Secured Convertible Promissory Notes (the "Notes") is subject to adjustment in certain circumstances. If the Company issues shares of common stock, or securities convertible into or exercisable for shares of common stock, at a price lower than the conversion price, then the conversion price of the Notes will, with limited exceptions, be adjusted to such lower price.

4. The exercise price of the Common Stock Warrants (the "Warrants") is subject to adjustment in certain circumstances. If the Company issues shares of common stock, or securities convertible into or exercisable for shares of common stock, at a price lower than the exercise price, then the exercise price of the Warrants will, with limited exceptions, be adjusted to such lower price.

5. The Additional Investment Rights ("AIRs") grant Osiris LP the right to purchase additional Notes having an aggregate principal amount equal to 25% of the principal amount of the Notes originally purchased by Osiris LP and a corresponding number of Warrants. Upon exercise of the AIRs, Osiris LP would acquire additional Notes that could be converted into 386,363 shares of the Company's Common Stock and additional Warrants that could be exercised for 386,363 shares of the Company's Common Stock, upon the terms described in Footnotes 3 and 4, respectively.

Remarks:

	/s/ Osiris Partners, LLC, by Paul Stuka, its managing member	01/27/2012
	/s/ Osiris Investment Partners, L.P., by Osiris Partners, LLC, its general partner, by Paul Stuka, its managing member	01/27/2012
	/s/ Paul Stuka	01/27/2012
	** Signature of Reporting Person	Date
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