Amended Statement of Beneficial Ownership (sc 13d/a)
08 Juillet 2022 - 10:31PM
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. 6)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)
July 1, 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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Funicular Funds, LP |
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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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WC |
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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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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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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10 |
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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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PN |
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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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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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WC |
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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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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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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10 |
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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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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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6 |
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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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2,581,119(1) |
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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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2,581,119(1) |
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10 |
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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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2,581,119(1) |
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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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(1) Excludes shares of Common Stock underlying certain call options which
will not vest within sixty days hereof.
The following constitutes Amendment No. 6 to the
Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set
forth herein.
| Item 2. | Identity and Background |
(a) This
statement is being filed by Funicular Funds, LP (the “Fund”), a Delaware limited partnership, with respect to Shares beneficially
owned and held of record by the Fund. The Funicular Fund, LP (“Funicular”), a Delaware limited partnership, became a feeder
fund to the Fund on June 30, 2022. The General Partner of the Fund is Cable Car Capital LLC (“Cable Car”), a California limited
liability company which serves as investment adviser to the Fund pursuant to a written advisory agreement. Jacob Ma-Weaver, a United States
citizen, is the Managing Member of Cable Car and the ultimate individual responsible for directing the voting and disposition of shares
held by the Fund.
Each of the Fund, Funicular and Mr. Ma-Weaver
are referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
(b) The
principal business address for the Reporting Persons and Cable Car is 2261 Market Street #4307, San Francisco, California 94114.
(c) The
Fund is a private investment partnership whose principal business is investing and trading in securities. Funicular is a feeder fund whose
principal business is serving as a feeder fund to the Fund. Cable Car is an investment adviser registered with the state securities authority
of California. Its principal business is investment management. Mr. Ma-Weaver has sole discretionary authority over the accounts of the
Fund.
(d) During
the last five years, none of the Reporting Persons nor Cable Car have been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During
the last five years, none of the Reporting Persons nor Cable Car have been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
| Item 3. | Source and Amount of Funds or Other Considerations |
Item 3 is hereby amended to add the following:
On July 1, 2022, subsequent to their initial purchase,
the Shares previously purchased by Funicular were transferred internally from Funicular to the Fund. Each Reporting Person and Cable Car
disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| 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 July 8, 2022, the Fund beneficially
owned 2,580,452 Shares. Funicular, as a feeder fund of the Fund, may be deemed the beneficial owner of the 2,580,452 Shares owned by the
Fund. 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 and 667 Shares
underlying certain call options which have vested or will vest within 60 days hereof.
(b) The
Fund has sole voting and dispositive power over the shares reported herein.
(c) None
of the Fund, Funicular, Cable Car or Mr. Ma-Weaver have entered into any transactions in the Shares since the filing of Amendment No.
5 the Schedule 13D. On July 1, 2022, subsequent to their initial purchase, the Shares previously purchased by Funicular were transferred
internally from Funicular to the Fund 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: July 8, 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 |
|
/s/ Jacob Ma-Weaver |
|
Jacob Ma-Weaver |
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