Amended Statement of Beneficial Ownership (sc 13d/a)
May 27 2022 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)1
ARCA biopharma, Inc.
(Name
of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
00211Y506
(CUSIP Number)
Jacob Ma-Weaver
Cable Car Capital LLC
2261 Market Street #4307
San Francisco, California 94114
(415) 857-1965
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
May 25, 2022
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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 disclosures provided
in a prior cover page.
The information required
on 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).
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1 |
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NAME OF REPORTING PERSON |
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The Funicular Fund, LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,580,452 |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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0 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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2,580,452 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,580,452 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.91% |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Jacob Ma-Weaver |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,580,452 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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0 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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2,580,452 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,580,452 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.91% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes Amendment No. 4 to the
Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set
forth herein.
| Item 3. | Source and Amount of Funds or Other Considerations |
Item 3 is hereby amended and restated to read
as follows:
The Shares to which this Amendment No. 4 relates
were acquired for an aggregate purchase price of $5,147,153 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.
| Item 4. | Purpose of Transaction |
The purpose of this Amendment No. 4 is to report
a greater than 1% change in ownership of the Shares by the Reporting Persons.
| Item 5. | Interest in Securities of the Issuer |
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
2,580,452 Shares. Cable Car, as the General Partner of the Fund, may be deemed the beneficial owner of the 2,580,452 Shares owned by the
Fund. Mr. Ma-Weaver, as the Managing Member of Cable Car, may be deemed the beneficial owner of the 2,580,452 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. 3 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. 3 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.
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 27, 2022
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The Funicular Fund, LP |
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By: |
/s/ Jacob Ma-Weaver |
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Name: |
Jacob Ma-Weaver |
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Title: |
Managing Member of the General Partner |
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/s/ Jacob Ma-Weaver |
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Jacob Ma-Weaver |
SCHEDULE A
TRANSACTIONS IN SECURITIES OF THE ISSUER
SINCE THE FILING OF AMENDMENT NO. 3 TO THE SCHEDULE 13D
Nature of the Transaction |
Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase / Sale |
Purchase of Common Stock1 |
27,922 |
2.2698 |
05/12/2022 |
Purchase of Common Stock2 |
14,000 |
2.2942 |
05/13/2022 |
Purchase of Common Stock3 |
42,914 |
2.2987 |
05/16/2022 |
Purchase of Common Stock4 |
13,072 |
2.3046 |
05/18/2022 |
Purchase of Common Stock |
1 |
2.2500 |
05/19/2022 |
Purchase of Common Stock |
2,301 |
2.2950 |
05/23/2022 |
Purchase of Common Stock5 |
18,110 |
2.2851 |
05/24/2022 |
Purchase of Common Stock6 |
64,851 |
2.3244 |
05/25/2022 |
1
Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2650 to $2.2950, 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 a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2550 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.
3
Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2400 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 a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2850 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.
5
Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2850 to $2.2950, 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.
6Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.2550
to $2.3450, 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.
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