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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 7/1/22 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 907654 |
| Issuer Name: ARCA biopharma, Inc. |
| Issuer Trading Symbol: ABIO |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1937147 |
| | Owner Name: Funicular Funds, LP |
| Reporting Owner Address: |
| | Owner Street 1: 2261 MARKET STREET |
| | Owner Street 2: #4307 |
| | Owner City: SAN FRANCISCO |
| | Owner State: CA |
| | Owner ZIP Code: 94114 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? Yes |
| | Officer Title: |
| | Other Text: See Footnote 1 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 7/1/22 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,580,452 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,580,452 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By the Funicular Fund, LP |
| Footnote ID: F2 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 7/1/22 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,580,452 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,580,452 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Put Option |
| | | Footnote ID: F1 |
| | Conversion or Exercise Price: |
| | | Value: 2.5 |
| | Transaction Date: |
| | | Value: 7/1/22 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 14,500 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 12/16/22 |
| | Expiration Date: |
| | | Value: 12/16/22 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 1,450,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By the Funicular Fund |
| Footnote ID: F2 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Put Option |
| | | Footnote ID: F1 |
| | Conversion or Exercise Price: |
| | | Value: 2.5 |
| | Transaction Date: |
| | | Value: 7/1/22 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 14,500 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 12/16/22 |
| | Expiration Date: |
| | | Value: 12/16/22 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 1,450,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,450,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: This Form 4 is filed by Funicular Funds, LP (the "Reporting Person" or the "Fund"). The Reporting Person, the Funicular Fund ("Funicular"), Cable Car Capital LLC ("Cable Car") and Jacob Ma- Weaver may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Person, Funicular and Cable Car and Mr. Ma-Weaver disclaim beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| Footnote - F2: Represents securities directly owned by the Fund. Funicular, as a feeder fund to the Fund, may be deemed to beneficially own the securities directly owned by the Fund. Cable Car, as the general partner of the Fund, may be deemed to beneficially own the securities directly owned by the Fund. Mr. Ma-Weaver, as the Managing Member of Cable Car, may be deemed to beneficially own the securities directly owned by the Fund. |
| Footnote - F3: The reported transactions involved a transfer of 2,580,452 shares of the Issuer's Common Stock and European-style put options referencing an aggregate of 1,450,000 Shares by Funicular to the Fund in a transaction exempt from Section 16, pursuant to Rule 16a-13 or otherwise. |
Owner Signature: |
| Signature Name: /s/ Jacob Ma-Weaver |
| Signature Date: 7/8/22 |