Statement of Changes in Beneficial Ownership (4)
February 28 2018 - 4:13PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
VENROCK HEALTHCARE CAPITAL PARTNERS LP
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2. Issuer Name
and
Ticker or Trading Symbol
ARCA biopharma, Inc.
[
ABIO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
3340 HILLVIEW AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/26/2018
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(Street)
PALO ALTO, CA 94304
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/26/2018
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S
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1500000
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D
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$.55
(1)
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41331
(2)
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I
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By Funds
(3)
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Common Stock
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2/27/2018
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S
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41331
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D
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$.53
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0
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I
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By Funds
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.50 to $0.63, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.
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(2)
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Consists of: 10,482 shares held directly by Venrock Healthcare Capital Partners, L.P. ("VHCP"); 20,585 shares held directly by Venrock Healthcare Capital Partners II, L.P. ("VHCP II"); 1,917 shares held directly by VHCP Co-Investment Holdings, LLC ("Co-Invest"); and 8,347 shares held directly by VHCP Co-Investment Holdings II, LLC ("Co-Invest II").
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(3)
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VHCP Management, LLC ("VHCP Management") is the general partner of VHCP and the manager of Co-Invest and may be deemed to beneficially own these shares. VHCP Management II, LLC ("VHCP Management II") is the general partner of VHCP II and the manager of Co-Invest II and may be deemed to beneficially own these shares. Drs. Bong Koh and Nimish Shah are the managing members of VHCP Management and VHCP Management II and may be deemed to beneficially own these shares. Drs. Koh and Shah, VHCP Management and VHCP Management II expressly disclaim beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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VENROCK HEALTHCARE CAPITAL PARTNERS LP
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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VHCP Co-Investment Holdings, LLC
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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VHCP Management, LLC
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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Venrock Healthcare Capital Partners II, L.P.
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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VHCP Co-Investment Holdings II, LLC
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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VHCP Management II, LLC
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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Koh Bong Y
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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Shah Nimish P
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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Signatures
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/s/ David L. Stepp, Authorized Signatory
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2/28/2018
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**
Signature of Reporting Person
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Date
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/s/ David L. Stepp, as attorney in fact
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2/28/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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