SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

EVNIN LUKE

(Last)

(First)

(Middle)

THE JOHN HANCOCK TOWER

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2012

3. Issuer Name and Ticker or Trading Symbol
KALOBIOS PHARMACEUTICALS INC [ NONE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B-2 Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	6,944,444⁽³⁾	⁽³⁾	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	1,202,443⁽³⁾	⁽³⁾	I	See Footnote⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	981,334⁽³⁾	⁽³⁾	I	See Footnote⁽⁶⁾

1. Name and Address of Reporting Person^*

EVNIN LUKE

(Last)

(First)

(Middle)

THE JOHN HANCOCK TOWER

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

THE JOHN HANCOCK TOWER

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GALAKATOS NICHOLAS

(Last)

(First)

(Middle)

THE JOHN HANCOCK TOWER

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SIMON NICHOLAS J III

(Last)

(First)

(Middle)

THE JOHN HANCOCK TOWER

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

STEINMETZ MICHAEL

(Last)

(First)

(Middle)

THE JOHN HANCOCK TOWER

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WHEELER KURT

(Last)

(First)

(Middle)

THE JOHN HANCOCK TOWER

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Immediate.

2. Not applicable.

3. Each share of preferred stock is convertible, at the option of the holder, at any time, into shares of common stock of the Issuer in an amount equal to the original purchase price of such share divided by the applicable conversion price as determined in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation. Currently, each share of preferred stock is convertible into common stock on a one-for-one basis. The shares of preferred stock will automatically convert into shares of common stock upon certain occurances as set forth in the Issuer's Registration Statement on Form 10 filed on June 12, 2012, as amended.

4. The shares are held as follows: 5,094,008 by MPM BioVentures III-QP, L.P. ("BV III QP"), 342,528 by MPM BioVentures III, L.P. ("BV III"), 90,230 by MPM Asset Management Investors 2005 BVIII LLC ("AM 2005"), 153,878 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel"), 430,467 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG") and 833,333 by MPM BioVentures Strategic Fund, L.P. ("BV SF"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III QP, BV III, BV Parallel, BV KG and BV SF. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler are the Series A members of MPM III LLC and the managers of AM 2005. Each reporting person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

5. The shares are held as follows: 882,037 by BV III QP, 59,309 by BV III, 15,624 by AM 2005, 26,644 by BV Parallel, 74,536 by BV KG and 144,293 by BV SF. Each reporting person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

6. The shares are held as follows: 719,845 by BV III QP, 48,403 by BV III, 12,751 by AM 2005, 21,745 by BV Parallel, 60,830 by BV KG and 117,760 by BV SF. Each reporting person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

Remarks:

See Form 3 for MPM BioVentures III-QP, L.P. for additional members of this joint filing.

	/s/ Luke Evnin	08/10/2012
	/s/ Ansbert Gadicke	08/10/2012
	/s/ Nicholas Galaktos	08/10/2012
	/s/ Nicholas Simon III	08/10/2012
	/s/ Michael Steinmetz	08/10/2012
	/s/ Kurt Wheeler	08/10/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.