Edgar Filing: ARCA biopharma, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hove Anders D

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	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

11080 CIRCLEPOINT RD., SUITE 140

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2017

(Street)

WESTMINSTER, CO 80023

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								767,660	I	By Venrock Healthcare Capital Partners II, L.P. ⁽¹⁾
Common Stock								311,272	I	By VHCP Co-Investment Holdings II, LLC ⁽²⁾
Common Stock								390,912	I	By Venrock Healthcare Capital Partners, L.P. ⁽³⁾
Common Stock								71,487	I	By VHCP Co-Investment Holdings, LLC ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 2.5

02/16/2017

10,000

⁽⁵⁾

02/15/2027

Common Stock

10,000

$ 0

10,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hove Anders D 11080 CIRCLEPOINT RD., SUITE 140 WESTMINSTER, CO 80023	X

Signatures

/s/ Brian L. Selby, Attorney-in-Fact		02/21/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are owned directly by Venrock Healthcare Capital Partners II, L.P. The Reporting Person has a pecuniary interest in Venrock Healthcare Capital Partners II, L.P. The Reporting Person holds no voting or investment interest in these securities, and disclaims beneficial ownership of such shares except to the extent of his pro rata partnership interest therein.
(2)	These securities are owned directly by VHCP Co-Investment Holdings II, LLC. The Reporting Person has a pecuniary interest in VHCP Co-Investment Holdings II, LLC. The Reporting Person holds no voting or investment interest in these securities, and disclaims beneficial ownership of such shares except to the extent of his pro rata partnership interest therein.
(3)	These securities are owned directly by Venrock Healthcare Capital Partners, L.P. The Reporting Person has a pecuniary interest in Venrock Healthcare Capital Partners, L.P. The Reporting Person holds no voting or investment interest in these securities, and disclaims beneficial ownership of such shares except to the extent of his pro rata partnership interest therein.
(4)	These securities are owned directly by VHCP Co-Investment Holdings, LLC. The Reporting Person has a pecuniary interest in VHCP Co-Investment Holdings, LLC. The Reporting Person holds no voting or investment interest in these securities, and disclaims beneficial ownership of such shares except to the extent of his pro rata partnership interest therein.
(5)	Grant to the Reporting Person of a stock option under the 2013 Amended and Restated Equity Incentive Plan, vesting in 12 equal monthly installments beginning as of February 16, 2017. If the Reporting Person's service as a director of the Issuer terminates in connection with or at any time following a change in control (for whatever reason), then any unexpired options that remain unvested shall become fully vested

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