SC 13G/A 1 a18-3968_3sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

ARCA biopharma, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00211Y407

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 

 

 

1.

Names of Reporting Persons
Tekla Capital Management LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
811,227

 

7.

Sole Dispositive Power
811,227

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
811,227

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2


 

CUSIP No. 

 

 

1.

Names of Reporting Persons
Daniel R. Omstead

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
811,227

 

7.

Sole Dispositive Power
811,227

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
811,227

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3


 

Item 1.

 

(a)

Name of Issuer
ARCA biopharma, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
11080 CirclePoint Rd, Suite 140, Westminster, CO 80020

 

Item 2.

 

(a)

Name of Person Filing
Tekla Capital Management LLC

 

(b)

Address of Principal Business Office or, if none, Residence
100 Federal Street, 19th Floor, Boston, MA 02110

 

(c)

Citizenship
Delaware Corporation

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
00211Y407

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

x

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

4


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

811,227

 

(b)

Percent of class:   

6.9%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

811,227

 

 

(iii)

Sole power to dispose or to direct the disposition of   

811,227

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

One person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of ARCA biopharma, Inc.  The interest of Tekla Life Sciences Investors, an investment company registered under the Investment Company Act of 1940, in the Common Stock of ARCA biopharma, Inc. amounted to 811,227 shares or 6.9% of the total outstanding Common Stock at December 31, 2017. 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

See attached Exhibit A.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable. 

 

Item 9.

Notice of Dissolution of Group

N/A

 

5


 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 12, 2018

 

Date

 


/s/ Laura Woodward

 

Signature

 


Laura Woodward, Treasurer

 

Name/Title

 

6


 

Exhibit A

 

Tekla Capital Management LLC (“TCM”), an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 811,227 shares (or 6.9%) of the Common Stock of ARCA biopharma, Inc. (the “Company”) as a result of acting as investment adviser to Tekla Life Sciences Investors (“HQL”), which is registered as an investment company pursuant to Section 8 of the Investment Company Act of 1940.  Each of TCM and Daniel R. Omstead, through his control of TCM, has sole power to dispose of the 811,227 shares beneficially owned by HQL. Neither TCM nor Daniel R. Omstead has the sole power to vote or direct the vote of the shares beneficially owned by HQL, which power resides in the fund’s Board of Trustees.  TCM carries out the voting of the shares under written guidelines established by the fund’s Board of Trustees.