SEC FORM 4

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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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^*

HENNER DENNIS

(Last)

(First)

(Middle)

THE JOHN HANCOCK TOWER

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KALOBIOS PHARMACEUTICALS INC [ KBIO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2013

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

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/05/2013		C		1,949,879⁽¹⁾	A	⁽²⁾	1,949,879	I	See Footnote⁽¹⁾
Common Stock	02/05/2013		C		369,522⁽³⁾	A	⁽²⁾	2,319,401	I	See Footnote⁽⁴⁾
Common Stock	02/05/2013		C		313,527⁽⁵⁾	A	⁽²⁾	2,632,928	I	See Footnote⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B-2 Preferred Stock	⁽²⁾	02/05/2013		C			1,949,879	⁽⁷⁾	⁽⁸⁾	Common Stock	1,949,879⁽¹⁾	$0.00	0	I	See Footnote⁽⁹⁾
Series C Preferred Stock	⁽²⁾	02/05/2013		C			337,622	⁽⁷⁾	⁽⁸⁾	Common Stock	369,522⁽³⁾	$0.00	0	I	See Footnote⁽¹⁰⁾
Series D Preferred Stock	⁽²⁾	02/05/2013		C			275,539	⁽⁷⁾	⁽⁸⁾	Common Stock	313,527⁽⁵⁾	$0.00	0	I	See Footnote⁽¹¹⁾

Explanation of Responses:

1. The shares are held as follows: 1,430,310 by MPM BioVentures III-QP, L.P. ("BV III QP"), 96,176 by MPM BioVentures III, L.P. ("BV III"), 25,335 by MPM Asset Management Investors 2005 BVIII LLC ("AM 2005"), 43,206 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel"), 120,867 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG") and 233,985 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. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

2. On January 15, 2013, the Issuer effected a 1-for-3.56147 reverse split of its issued and outstanding capital stock. Immediately prior to the closing of the Issuer's initial public offering, each share of Series B-2 Preferred Stock automatically converted into one share of Common Stock, each share of Series C Preferred Stock automatically converted into 1.09449 shares of Common Stock and each share of Series D Preferred Stock automatically converted into 1.13787 shares of Common Stock.

3. The shares are held as follows: 271,061 by BV III QP, 18,225 by BV III, 4,800 by AM 2005, 8,188 by BV Parallel, 22,905 by BV KG and 44,343 by BV SF. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

4. The shares are held as follows: 1,701,371 by BV III QP, 114,401 by BV III, 30,135 by AM 2005, 51,394 by BV Parallel, 143,772 by BV KG and 278,328 by BV SF. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

5. The shares are held as follows: 229,986 by BV III QP, 15,464 by BV III, 4,074 by AM 2005, 6,946 by BV Parallel, 19,435 by BV KG and 37,622 by BV SF. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

6. The shares are held as follows: 1,931,357 by BV III QP, 129,865 by BV III, 34,209 by AM 2005, 58,340 by BV Parallel, 163,207 by BV KG and 315,950 by BV SF. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

7. Immediately.

8. Not applicable.

9. The shares of Series B-2 Preferred Stock were held as follows: 1,430,310 by BV III QP, 96,176 by BV III, 25,335 by AM 2005, 43,206 by BV Parallel, 120,867 by BV KG and 233,985 by BV SF.

10. The shares of Series C Preferred Stock were held as follows: 247,660 by BV III QP, 16,652 by BV III, 4,386 by AM 2005, 7,481 by BV Parallel, 20,928 by BV KG and 40,515 by BV SF.

11. The shares of Series D Preferred Stock were held as follows: 202,120 by BV III QP, 13,590 by BV III, 3,580 by AM 2005, 6,105 by BV Parallel, 17,080 by BV KG and 33,064 by BV SF.

Remarks:

	/s/ Dennis Henner	02/07/2013
	** 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 4 (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).
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