0001193125-14-034945.txt : 20140204 0001193125-14-034945.hdr.sgml : 20140204 20140204162306 ACCESSION NUMBER: 0001193125-14-034945 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140204 DATE AS OF CHANGE: 20140204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCA biopharma, Inc. CENTRAL INDEX KEY: 0000907654 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 363855489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51477 FILM NUMBER: 14572549 BUSINESS ADDRESS: STREET 1: 11080 CIRCLEPOINT ROAD STREET 2: SUITE 140 CITY: WESTMINSTER STATE: CO ZIP: 80020 BUSINESS PHONE: 720-940-2200 MAIL ADDRESS: STREET 1: 11080 CIRCLEPOINT ROAD STREET 2: SUITE 140 CITY: WESTMINSTER STATE: CO ZIP: 80020 FORMER COMPANY: FORMER CONFORMED NAME: NUVELO INC DATE OF NAME CHANGE: 20030203 FORMER COMPANY: FORMER CONFORMED NAME: HYSEQ INC DATE OF NAME CHANGE: 19970610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOW MICHAEL R CENTRAL INDEX KEY: 0001266125 FILING VALUES: FORM TYPE: SC 13G/A SC 13G/A 1 d669917dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)

 

 

ARCA BIOPHARMA, INC.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

00211Y209

(CUSIP Number)

DECEMBER 31, 2013

(Date of Event Which Requires Filing of This Statement)

 

 

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

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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.  00211Y209   Page 2 of 5 Pages

 

  1.   

Name of Reporting Persons

 

Michael R. Bristow, M.D., Ph.D.

  2.  

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

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

760,891 (1)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

760,891 (1)

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

760,891 (1)

10.  

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

 

11.  

Percent of Class Represented by Amount in Row (9)

 

4.8% (2)

12.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Includes (i) 50,704 shares issuable upon exercise of options exercisable within 60 days of December 31, 2013, (ii) 124,778 shares held directly by Michael R. Bristow, M.D., Ph.D. (“Dr. Bristow”), (iii) 39,050 shares issuable upon exercise of warrants to purchase common stock held by Dr. Bristow that were fully vested and exercisable upon issuance, (iv) 139,082 shares held by Investocor Trust (the “Trust”), of which Dr. Bristow is the sole trustee, (v) 104,311 shares issuable upon exercise of warrants to purchase common stock held by the Trust that were fully vested and exercisable upon issuance, (vi) 178,215 shares held by NFS custodian for Michael R. Bristow, and (vii) 124,750 shares issuable upon exercise of warrants to purchase common stock held by NFS custodian for Michael R. Bristow that were fully vested and exercisable upon issuance.
(2) This percentage is calculated based upon 15,685,562 shares of the Issuer’s common stock outstanding as of December 31, 2013.

CUSIP No.  00211Y209   Page 3 of 5 Pages

 

Item 1(a) Name of Issuer

ARCA biopharma, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices

11080 CirclePoint Road, Suite 140

Westminster, CO 80020

 

Item 2(a) Name of Person Filing

Michael R. Bristow, M.D., Ph.D. (“Dr. Bristow”)

 

Item 2(b) Address of Principal Business Office or, if none, Residence

c/o ARCA biopharma, Inc.

11080 CirclePoint Road, Suite 140

Westminster, CO 80020

 

Item 2(c) Citizenship

Dr. Bristow is a natural person and is a citizen of the United States of America.

 

Item 2(d) Title of Class of Securities

Common Stock, $0.001 par value

 

Item 2(e) CUSIP Number

00211Y209

 

Item 3 Not applicable.

 

Item 4 Ownership

 

     Shares Held
Directly (1)		      Sole
Voting
Power (1)		      Shared
Voting
Power		      Sole
Dispositive
Power (1)		      Shared
Dispositive
Power		      Beneficial
Ownership (1)		      Percentage
of Class (2)		  

Michael R. Bristow, M.D., Ph.D.

      760,891         760,891         0         760,891         0         760,891         4.8 %

 

(1) Includes (i) 50,704 shares issuable upon exercise of options exercisable within 60 days of December 31, 2013, (ii) 124,778 shares held directly by Michael R. Bristow, M.D., Ph.D. (“Dr. Bristow”), (iii) 39,050 shares issuable upon exercise of warrants to purchase common stock held by Dr. Bristow that were fully vested and exercisable upon issuance, (iv) 139,082 shares held by Investocor Trust (the “Trust”), of which Dr. Bristow is the sole trustee, (v) 104,311 shares issuable upon exercise of warrants to purchase common stock held by the Trust that were fully vested and exercisable upon issuance, (vi) 178,215 shares held by NFS custodian for Michael R. Bristow, and (vii) 124,750 shares issuable upon exercise of warrants to purchase common stock held by NFS custodian for Michael R. Bristow that were fully vested and exercisable upon issuance.
(2) This percentage is calculated based upon 15,685,562 shares of the Issuer’s common stock outstanding as of December 31, 2013.

CUSIP No.  00211Y209   Page 4 of 5 Pages

 

 

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.  ¨

 

Item 6 Ownership of More than Five Percent of Another Person

Not applicable

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

 

Item 8 Identification and Classification of Members of the Group

Not applicable.

 

Item 9 Notice of Dissolution of Group

Not applicable.

 

Item 10 Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under § 240.14a-11.

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.

EXECUTED this 4th day of February, 2014.

 

 

/s/ Michael R. Bristow

  MICHAEL R. BRISTOW, M.D., PH.D.