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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ARCA biopharma, Inc. [ ABIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/16/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 767,660 | I | By Venrock Healthcare Capital Partners II, L.P.(1) | |||||||
Common Stock | 311,272 | I | By VHCP Co-Investment Holdings II, LLC(2) | |||||||
Common Stock | 390,912 | I | By Venrock Healthcare Capital Partners, L.P.(3) | |||||||
Common Stock | 71,487 | I | By VHCP Co-Investment Holdings, LLC(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (right to buy) | $2.5 | 02/16/2017 | A | 10,000 | (5) | 02/15/2027 | Common Stock | 10,000 | $0.00 | 10,000 | D |
Explanation of Responses: |
1. These securities are owned directly by Venrock Healthcare Capital Partners II, L.P. The Reporting Person has a pecuniary interest in Venrock Healthcare Capital Partners II, L.P. The Reporting Person holds no voting or investment interest in these securities, and disclaims beneficial ownership of such shares except to the extent of his pro rata partnership interest therein. |
2. These securities are owned directly by VHCP Co-Investment Holdings II, LLC. The Reporting Person has a pecuniary interest in VHCP Co-Investment Holdings II, LLC. The Reporting Person holds no voting or investment interest in these securities, and disclaims beneficial ownership of such shares except to the extent of his pro rata partnership interest therein. |
3. These securities are owned directly by Venrock Healthcare Capital Partners, L.P. The Reporting Person has a pecuniary interest in Venrock Healthcare Capital Partners, L.P. The Reporting Person holds no voting or investment interest in these securities, and disclaims beneficial ownership of such shares except to the extent of his pro rata partnership interest therein. |
4. These securities are owned directly by VHCP Co-Investment Holdings, LLC. The Reporting Person has a pecuniary interest in VHCP Co-Investment Holdings, LLC. The Reporting Person holds no voting or investment interest in these securities, and disclaims beneficial ownership of such shares except to the extent of his pro rata partnership interest therein. |
5. Grant to the Reporting Person of a stock option under the 2013 Amended and Restated Equity Incentive Plan, vesting in 12 equal monthly installments beginning as of February 16, 2017. If the Reporting Person's service as a director of the Issuer terminates in connection with or at any time following a change in control (for whatever reason), then any unexpired options that remain unvested shall become fully vested |
Remarks: |
/s/ Brian L. Selby, Attorney-in-Fact | 02/21/2017 | |
** 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 4 (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. |