ABIO ARCA Biopharma Inc

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares to which this Amendment No. 3 relates were acquired for an aggregate purchase price of $4,725,479 inclusive of brokerage commissions and net of premium received from written option contracts. Funds for the purchase were obtained from the available working capital of the Fund. Although the Fund has the ability to obtain margin loans in the ordinary course of its business, no part of the purchase price was obtained on margin or through any other borrowings.

The purpose of this Amendment No. 3 is to report a greater than 1% change in ownership of the Shares by the Reporting Persons.

Items 5 (a) – (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Common Stock reported owned by the Reporting Persons is based on 14,410,143 shares outstanding, as of April 29, 2022, which is the total number of shares outstanding as reported on the cover page of the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2022. As of the close of business on May 11, 2022, the Fund beneficially owned 2,397,281 Shares. Cable Car, as the General Partner of the Fund, may be deemed the beneficial owner of the 2,397,281 Shares owned by the Fund. Mr. Ma-Weaver, as the Managing Member of Cable Car, may be deemed the beneficial owner of the 2,397,281 Shares owned by the Fund.

(b)       The Fund has sole voting and dispositive power over the shares reported herein.

(c)       The transactions in the Shares by the Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. None of Cable Car or Mr. Ma-Weaver have entered into any transactions in the Shares since the filing of Amendment No. 2 the Schedule 13D. Each Reporting Person and Cable Car disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby amended to add the following:

The Fund has sold short in the over the counter market European-style put options referencing an aggregate of 1,450,000 Shares, respectively, which have an exercise price of $2.50 per Share and expire on December 16, 2022.

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.

Dated: May 11, 2022

SCHEDULE A

TRANSACTIONS IN SECURITIES OF THE ISSUER
SINCE THE FILING OF AMENDMENT NO. 2 TO THE SCHEDULE 13D

¹ Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.3050 to $2.3150, inclusive of brokerage commissions. The Reporting Persons undertake to provide 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 purchased at each separate price within the range set forth in this footnote.

² Represents shares underlying European-style put options sold in the over-the-counter market with an expiration date of December 16, 2022.

³ Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2750 to $2.3050, inclusive of brokerage commissions. The Reporting Persons undertake to provide 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 purchased at each separate price within the range set forth in this footnote.

⁴ Represents shares underlying European-style put options sold in the over-the-counter market with an expiration date of December 16, 2022.

⁵ Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2650 to $2.3250, inclusive of brokerage commissions. The Reporting Persons undertake to provide 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 purchased at each separate price within the range set forth in this footnote.

⁶ Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2750 to $2.3150, inclusive of brokerage commissions. The Reporting Persons undertake to provide 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 purchased at each separate price within the range set forth in this footnote.

⁷ Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2650 to $2.2750, inclusive of brokerage commissions. The Reporting Persons undertake to provide 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 purchased at each separate price within the range set forth in this footnote.

⁸ Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2600 to $2.2850, inclusive of brokerage commissions. The Reporting Persons undertake to provide 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 purchased at each separate price within the range set forth in this footnote.

⁹ Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2650 to $2.2750, inclusive of brokerage commissions. The Reporting Persons undertake to provide 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 purchased at each separate price within the range set forth in this footnote.

¹⁰ Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2750 to $2.2850, inclusive of brokerage commissions. The Reporting Persons undertake to provide 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 purchased at each separate price within the range set forth in this footnote.