o | Rule 13d-1(b) | ||
þ | Rule 13d-1(c) | ||
o | Rule 13d-1(d) |
CUSIP No. |
00211Y 10 0 |
13G | Page | 2 |
of | 13 Pages |
1 | NAMES OF REPORTING PERSONS Boulder Ventures IV (Annex), L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ (1) | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware, United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 803,666 shares of Common Stock (2) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
803,666 shares of Common Stock (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
803,666 shares of Common Stock (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
10.6%(3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
00211Y 10 0 |
13G | Page | 3 |
of | 13 Pages |
1 | NAMES OF REPORTING PERSONS Boulder Ventures IV, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ (1) | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware, United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 803,666 shares of Common Stock (2) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
803,666 shares of Common Stock (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
803,666 shares of Common Stock (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
10.6%(3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
00211Y 10 0 |
13G | Page | 4 |
of | 13 Pages |
1 | NAMES OF REPORTING PERSONS BV Partners IV, L.L.C. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ (1) | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware, United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 803,666 shares of Common Stock (2) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
803,666 shares of Common Stock (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
803,666 shares of Common Stock (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
10.6% (3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
00211Y 10 0 |
13G | Page | 5 |
of | 13 Pages |
1 | NAMES OF REPORTING PERSONS Josh E. Fidler |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ (1) | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 803,666 shares of Common Stock (2) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
803,666 shares of Common Stock (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
803,666 shares of Common Stock (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
10.6%(3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
CUSIP No. |
00211Y 10 0 |
13G | Page | 6 |
of | 13 Pages |
1 | NAMES OF REPORTING PERSONS Andrew E. Jones |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ (1) | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 803,666 shares of Common Stock (2) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
803,666 shares of Common Stock (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
803,666 shares of Common Stock (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
10.6% (3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
CUSIP No. |
00211Y 10 0 |
13G | Page | 7 |
of | 13 Pages |
1 | NAMES OF REPORTING PERSONS Kyle Lefkoff |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ (1) | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 803,666 shares of Common Stock (2) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
803,666 shares of Common Stock (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
803,666 shares of Common Stock (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
10.6% (3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
CUSIP No. |
00211Y 10 0 |
13G | Page | 8 |
of | 13 Pages |
1 | NAMES OF REPORTING PERSONS Lawrence M. Macks |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ (1) | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 803,666 shares of Common Stock (2) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
803,666 shares of Common Stock (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
803,666 shares of Common Stock (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
10.6%(3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
CUSIP No. |
00211Y 10 0 |
13G | Page | 9 |
of | 13 Pages |
1 | NAMES OF REPORTING PERSONS Peter Roshko |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ (1) | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 803,666 shares of Common Stock (2) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
803,666 shares of Common Stock (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
803,666 shares of Common Stock (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
10.6%(3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Item 1(a). | Name of Issuer: ARCA biopharma, Inc. (ABIO) |
Item 1(b). | Address of Issuers Principal Executive Offices: 8001 Arista Place, Suite 200 Broomfield Co 80021 |
Item 2(a). | Name of Person(s) Filing: Boulder Ventures IV (Annex), L.P. (BV IV Annex) Boulder Ventures IV, L.P. (BV IV LP) BV Partners IV, L.L.C. (BV IV LLC) Josh E. Fidler (Fidler) Andrew E. Jones (Jones) Kyle Lefkoff (Lefkoff) Lawrence M. Macks (Macks) Peter Roshko (Roshko) |
Item 2(b). | Address of Principal Business Office or, if none, Residence: 1900 Ninth Street, Suite 200 Boulder, CO 80302 |
Item 2(c). | Citizenship: |
Entities: | BV IV Annex BV IV LP BV IV LLC |
|
Delaware Delaware Delaware |
|||||
Individuals: | Fidler Jones Lefkoff Macks Roshko |
|
United States of America United States of America United States of America United States of America United States of America |
Item 2(d). | Title of Class of Securities: Common Stock |
Item 2(e). | CUSIP Number: 00211Y 10 0 |
Item 3. | Not applicable. |
Page 10 of 13 Pages
Item 4. | Ownership |
Shares | Sole | Shared | Sole | Shared | ||||||||||||||||||||||||
Held | Voting | Voting | Dispositive | Dispositive | Beneficial | Percentage | ||||||||||||||||||||||
Fund Entities | Directly | Power | Power | Power | Power | Ownership | of Class (1) | |||||||||||||||||||||
Boulder IV Annex |
752,762 | (2) | 0 | 803,666 | (2) | 0 | 803,666 | (2) | 803,666 | (2) | 10.6 | % | ||||||||||||||||
BV IV LP |
49,904 | (2) | 0 | 803,666 | (2) | 0 | 803,666 | (2) | 803,666 | (2) | 10.6 | % | ||||||||||||||||
BV IV LLC (3) |
0 | 0 | 803,666 | (2) | 0 | 803,666 | (2) | 803,666 | (2) | 10.6 | % | |||||||||||||||||
Fidler (3) |
0 | 0 | 803,666 | (2) | 0 | 803,666 | (2) | 803,666 | (2) | 10.6 | % | |||||||||||||||||
Jones (3) |
0 | 0 | 803,666 | (2) | 0 | 803,666 | (2) | 803,666 | (2) | 10.6 | % | |||||||||||||||||
Lefkoff (3) |
0 | 0 | 803,666 | (2) | 0 | 803,666 | (2) | 803,666 | (2) | 10.6 | % | |||||||||||||||||
Lawrence (3) |
0 | 0 | 803,666 | (2) | 0 | 803,666 | (2) | 803,666 | (2) | 10.6 | % | |||||||||||||||||
Roshko (3) |
0 | 0 | 803,666 | (2) | 0 | 803,666 | (2) | 803,666 | (2) | 10.6 | % |
(1) | This percentage is calculated based upon 7,556,786 shares of the Issuers common stock outstanding as of February 4, 2009. | |
(2) | Includes 725,111 shares of Common Stock and currently exercisable warrants to purchase 28,651 shares of Common Stock held by BV IV Annex and 48,007 shares of Common Stock and currently exercisable warrants to purchase 1,897 shares of Common Stock held by BV IV LP. BV IV LLC serves as the general partner of BV IV Annex and BV IV LP, and owns no securities of the Issuer directly. Fidler, Jones, Lefkoff, Macks and Roshko are Managing Members of BV IV LLC and share voting and dispositive power over the shares held by BV IV Annex and BV IV LP. The information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13G is provided as of January 27, 2009. | |
(3) | BV IV LLC serves as the general partner of BV IV Annex and BV IV LP and owns no securities of the Issuer directly. Fidler, Jones, Lefkoff, Lawrence and Roshko serve as Managing Members of BV IV LLC. Each of Fidler, Jones, Lefkoff, Lawrence and Roshko owns no securities of the Issuer directly. |
Item 5. | Ownership of 5 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 5 percent of the class of securities, check the following o. |
Item 6. | Ownership of More than 5 Percent on Behalf 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 or Control Person. |
Not applicable. |
Item 8. | Identification and Classification of Members of the Group |
Not applicable. |
Item 9. | Notice of Dissolution of a 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. |
Page 11 of 13 Pages
BOULDER VENTURES IV (ANNEX), L.P. | ||||
By:
|
BV Partners IV, L.L.C. | |||
Its:
|
General Partner | |||
By:
|
/s/ Kyle Lefkoff
|
|||
BOULDER VENTURES IV, L.P. | ||||
By:
|
BV Partners IV, LLC | |||
Its:
|
General Partner | |||
By:
|
/s/ Kyle Lefkoff
|
|||
BV PARTNERS IV, LLC | ||||
By:
|
/s/ Kyle Lefkoff
|
|||
/s/ Josh E. Fidler | ||||
Josh E. Fidler | ||||
/s/
|
Andrew E. Jones | |||
Andrew E. Jones | ||||
/s/
|
Kyle Lefkoff | |||
Kyle Lefkoff | ||||
/s/
|
Lawrence M. Macks | |||
Lawrence M. Macks | ||||
/s/
|
Peter Roshko | |||
Peter Roshko |
Page 12 of 13 Pages
BOULDER VENTURES IV (ANNEX), L.P. | ||||
By:
|
BV Partners IV, L.L.C. | |||
Its:
|
General Partner | |||
By:
|
/s/ Kyle Lefkoff | |||
Kyle Lefkoff, Managing Member | ||||
BOULDER VENTURES IV, L.P. | ||||
By:
|
BV Partners IV, LLC | |||
Its:
|
General Partner | |||
By:
|
/s/ Kyle Lefkoff | |||
Kyle Lefkoff, Managing Member | ||||
BV PARTNERS IV, LLC | ||||
By:
|
/s/ Kyle Lefkoff | |||
Kyle Lefkoff, Managing Member | ||||
/s/
|
Josh E. Fidler | |||
Josh E. Fidler | ||||
/s/
|
Andrew E. Jones | |||
Andrew E. Jones | ||||
/s/
|
Kyle Lefkoff | |||
Kyle Lefkoff | ||||
/s/
|
Lawrence M. Macks | |||
Lawrence M. Macks | ||||
/s/
|
Peter Roshko | |||
Peter Roshko |
Page 13 of 13 Pages