Oruka Therapeutics (ORKA) Form 4 ARCA biopharma / Nimish P Shah ownership change

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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X

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^*

VENROCK HEALTHCARE CAPITAL PARTNERS LP

(Last) (First) (Middle)

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	02/26/2018		S		1,500,000	D	$0.55(1)	41,331(2)	I	By Funds(3)
Common Stock	02/27/2018		S		41,331	D	$0.53	0	I	By Funds(3)

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

1. Name and Address of Reporting Person^*

VENROCK HEALTHCARE CAPITAL PARTNERS LP

(Last) (First) (Middle)

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Co-Investment Holdings, LLC

(Last) (First) (Middle)

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Management, LLC

(Last) (First) (Middle)

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners II, L.P.

(Last) (First) (Middle)

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Co-Investment Holdings II, LLC

(Last) (First) (Middle)

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Management II, LLC

(Last) (First) (Middle)

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Koh Bong Y

(Last) (First) (Middle)

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shah Nimish P

(Last) (First) (Middle)

3340 HILLVIEW AVENUE

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.50 to $0.63, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.

2. Consists of: 10,482 shares held directly by Venrock Healthcare Capital Partners, L.P. ("VHCP"); 20,585 shares held directly by Venrock Healthcare Capital Partners II, L.P. ("VHCP II"); 1,917 shares held directly by VHCP Co-Investment Holdings, LLC ("Co-Invest"); and 8,347 shares held directly by VHCP Co-Investment Holdings II, LLC ("Co-Invest II").

3. VHCP Management, LLC ("VHCP Management") is the general partner of VHCP and the manager of Co-Invest and may be deemed to beneficially own these shares. VHCP Management II, LLC ("VHCP Management II") is the general partner of VHCP II and the manager of Co-Invest II and may be deemed to beneficially own these shares. Drs. Bong Koh and Nimish Shah are the managing members of VHCP Management and VHCP Management II and may be deemed to beneficially own these shares. Drs. Koh and Shah, VHCP Management and VHCP Management II expressly disclaim beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein.

Remarks:

	/s/ David L. Stepp, Authorized Signatory	02/28/2018
	/s/ David L. Stepp, as attorney in fact	02/28/2018
	** Signature of Reporting Person	Date
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