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

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1. Name and Address of Reporting Person^*

HEALY JAMES

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(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)

X	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)
Common Stock	891	I	See footnote⁽¹⁾
Common Stock	27,116	I	See footnote⁽²⁾
Common Stock	414	I	See footnote⁽³⁾

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 A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	21,792	⁽⁴⁾	I	See footnote⁽¹⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	662,422	⁽⁴⁾	I	See footnote⁽²⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	10,155	⁽⁴⁾	I	See footnote⁽³⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	39,984	⁽⁴⁾	I	See footnote⁽¹⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,215,302	⁽⁴⁾	I	See footnote⁽²⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	18,633	⁽⁴⁾	I	See footnote⁽³⁾
Series B-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	68,096	⁽⁴⁾	I	See footnote⁽¹⁾
Series B-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	2,326,908	⁽⁴⁾	I	See footnote⁽²⁾
Series B-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	35,553	⁽⁴⁾	I	See footnote⁽³⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	5,966	⁽⁴⁾	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	748,111	⁽⁴⁾	I	See footnote⁽²⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	11,194	⁽⁴⁾	I	See footnote⁽³⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	4,869	⁽⁴⁾	I	See footnote⁽¹⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	610,616	⁽⁴⁾	I	See footnote⁽²⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	9,136	⁽⁴⁾	I	See footnote⁽³⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	2,293	⁽⁴⁾	I	See footnote⁽¹⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	287,522	⁽⁴⁾	I	See footnote⁽²⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	4,302	⁽⁴⁾	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

HEALY JAMES

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SOFINNOVA VENTURE PARTNERS V LP

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(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^*

SOFINNOVA VENTURE AFFILIATES V LP

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(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^*

SOFINNOVA VENTURE PRINCIPALS V LP

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(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^*

Sofinnova Management V LLC

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(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^*

Sofinnova Management V 2005, LLC

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(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^*

POWELL MICHAEL

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(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^*

Azan Alain

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(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. Shares are held directly by Sofinnova Venture Affiliates V, L.P. ("SV V Affiliates"). Sofinnova Management V, L.L.C. ("SV V LLC"), the general partner of SV V Affiliates, and James I. Healy, a director of the Issuer, Michael F. Powell, and Alain L. Azan, the managing members of SV V LLC, may be deemed to share voting and dispositive power over the shares held by SV V Affiliates. Such persons and entities disclaim beneficial ownership of shares held by SV V Affiliates except to the extent of any pecuniary interest therein.

2. Shares are held directly by Sofinnova Venture Partners V, L.P. ("SV V"). SV V LLC and Sofinnova Management V 2005, L.L.C. ("SV V 2005 LLC"), the general partners of SV V, and James I. Healy, a director of the Issuer, Michael F. Powell, and Alain L. Azan, the managing members of SV V LLC and SV V 2005 LLC, may be deemed to share voting and dispositive power over the shares held by SV V. Such persons and entities disclaim beneficial ownership of shares held by SV V except to the extent of any pecuniary interest therein.

3. Shares are held directly by Sofinnova Venture Principals V, L.P. ("SV V Principals"). SV V LLC, the general partner of SV V Principals, and James I. Healy, a director of the Issuer, Michael F. Powell, and Alain L. Azan, the managing members of SV V LLC, may be deemed to have shared voting and dispositive power over the shares owned by SV V Principals. Such persons and entities disclaim beneficial ownership over the shares owned by SV V Principals except to the extent of any pecuniary interest therein.

4. Each share of Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into one fully paid and nonassessable share of common stock, subject to certain anti-dilution adjustments.

	/s/ Nathalie Auber, Attorney-in-Fact for Designated Filer and each Joint Filer	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).
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