Sec Form 4 Filing - Funicular Funds, LP @ ARCA biopharma, Inc. - 2022-12-15

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Funicular Funds, LP
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) X __ Other (specify below)
See Footnote 1
(Last) (First) (Middle)
2261 MARKET STREET, #4307
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2022
(Street)
SAN FRANCISCO, CA94114
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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( 1 ) 12/16/2022 X 1,420,000 A $ 2.5 4,000,452 D( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)( 1 ) $ 2.32 12/15/2022 A 6,000 ( 3 ) 12/15/2032 Common Stock 6,000( 4 ) $ 0 18,000 D( 2 )
Put Option( 1 ) $ 2.5 12/16/2022 X 14,200 12/16/2022 12/16/2022 Common Stock 1,420,000 $ 0 30,000 D( 2 )
Put Option( 1 ) $ 2.5 12/16/2022 E 300 12/16/2022 12/16/2022 Common Stock 30,000 $ 0 0 D( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Funicular Funds, LP
2261 MARKET STREET
#4307
SAN FRANCISCO, CA94114
X See Footnote 1
Ma-Weaver Jacob
2261 MARKET STREET
#4307
SAN FRANCISCO, CA94114
X X See Footnote 1
Signatures
/s/ Jacob Ma-Weaver 12/19/2022
Signature of Reporting Person Date
Funicular Funds, LP, By: /s/ Jacob Ma-Weaver, Managing Member of the General Partner 12/19/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed by Funicular Funds, LP (the "Fund") and Jacob Ma-Weaver ("Mr. Ma-Weaver" and together with the Fund, the "Reporting Persons"). The Reporting Persons, the Funicular Fund ("Funicular") and Cable Car Capital LLC ("Cable Car") may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Persons, Funicular and Cable Car disclaim beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
( 2 )Represents securities directly owned by the Fund. Funicular, as a feeder fund to the Fund, may be deemed to beneficially own the securities directly ownedby the Fund. Cable Car, as the general partner of the Fund, may be deemed to beneficially own the securities directly owned by the Fund. Mr. Ma-Weaver, asthe Managing Member of Cable Car, may be deemed to beneficially own the securities directly owned by the Fund.
( 3 )Grant to Mr. Ma-Weaver of a stock option under the 2020 Equity Incentive Plan (the "Plan"), vesting in 12 equal monthly installments beginning as of December 15, 2022. If Mr. Ma-Weaver'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.
( 4 )Pursuant to the terms of the Plan, the stock option may not be transferred. Upon vesting, Mr. Ma-Weaver intends on exercising the option and assigning the underlying shares to the Fund.

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