SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Osiris Partners, LLC (Last) (First) (Middle) ONE LIBERTY SQUARE FIFTH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CAMBRIDGE HEART INC [ CAMH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/31/2012
	4. 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 Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Senior Secured Convertible Promissory Notes	$0.11(2)	07/31/2012		J(4)		$80,000		01/17/2012	07/17/2013	Common Stock	727,272	(4)	$400,000	I	See Footnote(1)
Common Stock Warrants	$0.15(3)	07/31/2012		J(4)		727,272		01/17/2012	01/17/2016	Common Stock	727,272	(4)	3,636,362(4)	I	See Footnote(1)
Additional Investment Rights	(4)	07/31/2012		J(4)			1,454,544	01/17/2012	07/31/2012(5)	Common Stock	1,454,544	(4)	$0	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. The conversion price of the Senior Secured Convertible Promissory Notes (the "Notes") is subject to adjustment in certain circumstances. If the Issuer 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.

3. The exercise price of the Common Stock Warrants (the "Warrants") is subject to adjustment in certain circumstances. If the Issuer 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.

4. The Additional Investment Rights ("AIRs") granted 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. The aggregate price paid by Osiris LP to exercise all of its AIRs was $80,000. Upon exercise of all of its AIRs, Osiris LP acquired additional Notes that could be converted into 727,272 shares of the Issuer's Common Stock and additional Warrants that could be exercised for 727,272 shares of the Issuer's Common Stock, upon the terms described in Footnotes 2 and 3, respectively.

5. The AIRs originally were set to expire on July 15, 2012, but such expiration date was extended to July 31, 2012 pursuant to that Amendment No.2 to Subscription Agreement and Amendment No.1 to Additional Investment Rights, dated July 13, 2012, as filed by the Issuer with its Form 8-K filed with the Securities and Exchange Commission on July 17, 2012.

Remarks:

	/s/ Osiris Partners, LLC, by Paul Stuka, its managing member	08/02/2012
	/s/ Osiris Investment Partners, L.P. by Osiris Partners, LLC, its general partner, by Paul Stuka, its managing member	08/02/2012
	/s/ Paul Stuka	08/02/2012
	** Signature of Reporting Person	Date
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