UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ARCA BIOPHARMA, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
00211Y209
(CUSIP Number)
JUNE 4, 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
720,643 (1)(2) | ||||
| 6. | Shared voting power
0 | |||||
| 7. | Sole dispositive power
720,643 (1)(2) | |||||
| 8. | Shared dispositive power
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
720,643 (1)(2) | |||||
| 10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
7.4% (3) | |||||
| 12. | Type of reporting person (see instructions)
IN | |||||
| (1) | Includes (i) 10,457 shares issuable upon exercise of options exercisable within 60 days of June 4, 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) | The share amounts have been adjusted from those reported in Amendment No. 1 to Schedule 13G as filed by the Reporting Person with the Securities and Exchange Commission on February 4, 2013 to reflect the 1-for-6 reverse split of the Issuer’s common stock effective March 3, 2013. |
| (3) | This percentage is calculated based upon 9,481,462 shares of the Issuer’s common stock outstanding as of June 12, 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 |
8001 Arista Place, Suite 430
Broomfield, CO 80021
| 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.
8001 Arista Place, Suite 430
Broomfield, CO 80021
| 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. |
720,643 | 720,643 | 0 | 720,643 | 0 | 720,643 | 7.4 | % | ||||||||||||||||||||
| (1) | Includes (i) 10,457 shares issuable upon exercise of options exercisable within 60 days of June 4, 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) | The share amounts have been adjusted from those reported in Amendment No. 1 to Schedule 13G as filed by the Reporting Person with the Securities and Exchange Commission on February 4, 2013 to reflect the 1-for-6 reverse split of the Issuer’s common stock effective March 3, 2013 |
| (3) | This percentage is calculated based upon 9,481,462 shares of the Issuer’s common stock outstanding as of June 12, 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 14th day of June, 2013.
| /s/ Michael R. Bristow |
| MICHAEL R. BRISTOW, M.D., PH.D. |