UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
SCHEDULE 13D
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 
 
 
ARCA biopharma, Inc.
(Name of Issuer)
 
 
Common Stock, $.001 par value
(Title of Class of Securities)
 
 
00211Y100
(CUSIP Number)
 
 
Louis S. Citron, Esq.
New Enterprise Associates
1954 Greenspring Drive, Suite 600, Timonium, MD  21093
(410) 842-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
February 26, 2018
(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. o

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.

*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).
 
 
 
 
CUSIP No.   00211Y100 13D Page 2 of 9 Pages
 
 
Schedule 13D

 
Item 1.
Security and Issuer.

This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and restates the statement on Schedule 13D originally filed on June 29, 2015, relating  to the common stock, $.001 par value (the "Common Stock") of ARCA biopharma, Inc. (the "Issuer") having its principal executive office at 11080 Circle Point Road, Suite 140, Westminster, CO 80020.
 
 
Item 2.
Identity and Background.

This statement is being filed by:

(a) Growth Equity Opportunities Fund IV, LLC ("GEO");

(b) New Enterprise Associates 15, L.P.  ("NEA 15"), which is the sole member of GEO, NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; and NEA 15 GP, LLC ("NEA 15 LLC" and, together with NEA Partners 15, the "Control Entities"), which is the sole general partner of NEA Partners 15; and

(c) Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Anthony A Florence, Jr. ("Florence"), Joshua Makower ("Makower"), David M. Mott ("Mott"), Jon M. Sakoda ("Sakoda"), Scott D. Sandell ("Sandell"), Peter W. Sonsini ("Sonsini") and Ravi Viswanathan ("Viswanathan") (together, the "Managers"), Krishna S. Kolluri ("Kolluri") and Harry R. Weller ("Weller").  The Managers are the managers of NEA 15 LLC.

The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."

The address of the principal business office of GEO, NEA 15 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of each of Barris and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.  The address of the principal business office of Baskett, Makower, Sakoda, Sandell, Sonsini and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 Fifth Avenue, 19th Floor, New York, NY 10011.

The principal business of GEO and NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States.  The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15.  The principal business of NEA 15 LLC is to act as the sole general partner of NEA Partners 15.  The principal business of each of the Managers is to manage the Control Entities, GEO and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in 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.

GEO and NEA 15 LLC are limited liability companies organized under the laws of the State of Delaware.  NEA 15 and NEA Partners 15 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
 
CUSIP No.   00211Y100 13D Page 3 of 9 Pages
 

 
Item 4.
Purpose of Transaction.

Not applicable.
 
 
Item 5.
Interest in Securities of the Issuer.
 
Each of the Reporting Persons have ceased to own beneficially five percent or more of the Issuer's Common Stock.

 
Item 6.
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

Not applicable.

 
Item 7.
Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

 
 

 
 
CUSIP No.   00211Y100 13D Page 4 of 9 Pages
 
 
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
EXECUTED this 5th day of March, 2018.


GROWTH EQUITY OPPORTUNITIES FUND IV, LLC
 
By:
NEW ENTERPRISE ASSOCIATES 15, L.P.
Sole Member

By: NEA PARTNERS 15, L.P.
       General Partner

By:
NEA 15 GP, LLC
General Partner


By:           *                                           
Louis S. Citron
Chief Legal Officer


NEW ENTERPRISE ASSOCIATES 15, L.P.

By:
NEA PARTNERS 15, L.P.
General Partner

By:
NEA 15 GP, LLC
General Partner


By:           *                                           
Louis S. Citron
Chief Legal Officer


NEA PARTNERS 15, L.P.

By:
NEA 15 GP, LLC
General Partner


By:           *                                           
        Louis S. Citron
Chief Legal Officer

 
CUSIP No.   00211Y100 13D Page 5 of 9 Pages
 

 

NEA 15 GP, LLC

By:           *                                           
Louis S. Citron
Chief Legal Officer
 
 

         *                                                         
 
Peter J. Barris


         *                                                         
 
Forest Baskett


         *                                                         
 
Anthony A. Florence, Jr.
 

         *                                                         
  
Joshua Makower

 
         *                                                         
  
David M. Mott
 
 
         *                                                         
 
Jon M. Sakoda

 
         *                                                         
 
Scott D. Sandell

 
         *                                                         
 
Peter W. Sonsini


         *                                                         
 
Ravi Viswanathan
 
 
 
*/s/ Sasha O. Keough                                
Sasha O. Keough
As attorney-in-fact

This Amendment No.1 to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
 
CUSIP No.   00211Y100 13D Page 6 of 9 Pages
 
EXHIBIT 1


AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of ARCA biopharma, Inc.
 
EXECUTED this 5th day of March, 2018.
 
 
GROWTH EQUITY OPPORTUNITIES FUND IV, LLC
 
By:
NEW ENTERPRISE ASSOCIATES 15, L.P.
Sole Member

By: NEA PARTNERS 15, L.P.
       General Partner

By:
NEA 15 GP, LLC
General Partner


By:           *                                           
Louis S. Citron
Chief Legal Officer


NEW ENTERPRISE ASSOCIATES 15, L.P.

By:
NEA PARTNERS 15, L.P.
General Partner

By:
NEA 15 GP, LLC
General Partner


By:           *                                           
Louis S. Citron
Chief Legal Officer


NEA PARTNERS 15, L.P.

By:
NEA 15 GP, LLC
General Partner


By:           *                                           
         Louis S. Citron
 Chief Legal Officer

 
CUSIP No.   00211Y100 13D Page 7 of 9 Pages
 

 
 
NEA 15 GP, LLC

By:           *                                           
Louis S. Citron
Chief Legal Officer
 
 

         *                                                         
 
Peter J. Barris


         *                                                         
 
Forest Baskett


         *                                                         
 
Anthony A. Florence, Jr.
 

         *                                                         
  
Joshua Makower

 
         *                                                         
  
David M. Mott
 
 
         *                                                         
 
Jon M. Sakoda

 
         *                                                         
 
Scott D. Sandell

 
         *                                                         
 
Peter W. Sonsini


         *                                                         
 
Ravi Viswanathan
 

 
 
*/s/ Sasha O. Keough                                
Sasha O. Keough
As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
 
 
 
 
CUSIP No.   00211Y100 13D Page 8 of 9 Pages
 
EXHIBIT 2
 

 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.

/s/ M. James Barrett                      
M. James Barrett

/s/ Peter J. Barris                            
Peter J. Barris

/s/ Forest Baskett                          
Forest Baskett

/s/ Ali Behbahani                           
Ali Behbahani

/s/ Colin Bryant                              
Colin Bryant

/s/ Carmen Chang                          
Carmen Chang

/s/ Anthony A. Florence, Jr.        
Anthony A. Florence, Jr.

/s/ Carol G. Gallagher                    
Carol G. Gallagher

/s/ Dayna Grayson                        
Dayna Grayson

/s/ Patrick J. Kerins                       
Patrick J. Kerins

/s/ P. Justin Klein                          
P. Justin Klein

/s/ Vanessa Larco                          
Vanessa Larco
 
 
 
 
 
CUSIP No.   00211Y100 13D Page 9 of 9 Pages
 
 
 
 
/s/ Joshua Makower                     
Joshua Makower

/s/ Mohamad H. Makhzoumi       
Mohamad H. Makhzoumi

/s/ Edward T. Mathers                  
Edward T. Mathers

/s/ David M. Mott                         
David M. Mott

/s/ Sara M. Nayeem                       
Sara M. Nayeem

/s/ Jason R. Nunn                          
Jason R. Nunn

/s/ Gregory Papadopoulos           
Gregory Papadopoulos

/s/ Chetan Puttagunta                   
Chetan Puttagunta

/s/ Jon Sakoda                                
Jon Sakoda

/s/ Scott D. Sandell                       
Scott D. Sandell

/s/ A. Brooke Seawell                    
A. Brooke Seawell

/s/ Peter W. Sonsini                      
Peter W. Sonsini

/s/ Melissa Taunton                     
Melissa Taunton

/s/ Frank M. Torti                          
Frank M. Torti

/s/ Ravi Viswanathan                    
Ravi Viswanathan

/s/ Paul E. Walker                          
Paul E. Walker

/s/ Rick Yang                                  
Rick Yang