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^*

5AM Partners LLC

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

SUITE 110

(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)

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	572,295	D⁽¹⁾

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-1 Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	445,847	⁽²⁾	D⁽⁴⁾
Series B-2 Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	624,999	⁽²⁾	D⁽⁵⁾
Series C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	284,513	⁽²⁾	D⁽⁶⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	344,084	⁽²⁾	D⁽⁷⁾

1. Name and Address of Reporting Person^*

5AM Partners LLC

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

SUITE 110

(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^*

5AM CO INVESTORS LLC

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

SUITE 110

(Street)

MENLO PARK

(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^*

5AM VENTURES LLC

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

SUITE 110

(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. The shares are held as follows: 500,758 shares by 5AM Ventures LLC ("Ventures") and 71,537 shares by 5AM Co-Investors LLC ("Co-Investors"). 5AM Partners LLC is the general partner of Ventures and Co-Investors. The managing directors of 5AM Partners LLC are Dr. John D. Diekman and Andrew J. Schwab.

2. Each share of Preferred Stock is convertible at any time, at the election of the holder, into one fully paid and nonassessable share of Common Stock, subject to certain anti-dilution adjustments.

3. No expiration.

4. The shares are held as follows: 390,116 shares by Ventures and 55,731 shares by Co-Investors.

5. The shares are held as follows: 546,874 shares by Ventures and 78,125 shares by Co-Investors.

6. The shares are held as follows: 249,360 shares by Ventures and 35,153 shares by Co-Investors.

7. The shares are held as follows: 301,570 shares by Ventures and 42,514 shares by Co-Investors.

Remarks:

Each Reporting Persons disclaim beneficial ownership of shares of KaloBios Pharmaceuticals, Inc. stock held by the other Reporting Person herein, except to the extent of their respective pecuniary interest therein, if any. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, any of the Reporting Persons are the beneficial owners of all of the equity securities covered by this statement.

	/s/ John D. Diekman, Managing Director of 5AM Partners LLC	08/10/2012
	/s/ John D. Diekman, Managing Director of 5AM Partners LLC, the general partner of 5AM Ventures LLC	08/10/2012
	/s/ John D. Diekman, Managing Director of 5AM Partners LLC, the general partner of 5AM Co-Investors LLC	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).
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