SEC Form 4
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*
FORMELA JEAN FRANCOIS

(Last) (First) (Middle)
C/O ATLAS VENTURE
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARCA biopharma, Inc. [ ABIO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 10/22/2012 A 317,379 A $0.3939 1,579,542(1) I See Foonote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Common Stock Warrants (right to buy) $0.3001 10/22/2012 A 238,034 10/25/2012(2) 10/25/2017 Common Stock 238,034 $0 313,483 I See Footnote(3)
Explanation of Responses:
1. Includes 1,262,163 shares of Common Stock held by Atlas Venture Fund VII, L.P. prior to the reported transaction. Atlas Venture Associates VII, L.P. or AVA VII, L.P. is the sole general partner of AV VII. Each Atlas VII and AVA VII LP disclaims beneficial ownership of such shares except to the extent of it's pecuniary interest therein. Dr. Formela is a Partner with Atlas Venture and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
2. The warrants are fully vested and exercisable upon issuance and have a contractual term of 5 years.
3. Includes warrants to purchase 75449 shares of common stock held by Atlas Venture Fund VII, L.P. prior to the reported transaction. Atlas Venture Associates VII, L.P. or AVA VII, L.P. is the sole general partner of AV VII. Each Atlas VII and AVA VII LP disclaims beneficial ownership of such shares except to the extent of it's pecuniary interest therein. Dr. Formela is a Partner with Atlas Venture and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
/s/ Frank Castellucci, Attorney-in-Fact 10/24/2012
** 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).
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