0001144204-15-010148.txt : 20150218 0001144204-15-010148.hdr.sgml : 20150216 20150217162345 ACCESSION NUMBER: 0001144204-15-010148 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: ALAIN L. AZAN GROUP MEMBERS: JAMES I. HEALY GROUP MEMBERS: MICHAEL F. POWELL GROUP MEMBERS: SOFINNOVA MANAGEMENT V 2005 L.L.C. GROUP MEMBERS: SOFINNOVA MANAGEMENT V, L.L.C. GROUP MEMBERS: SOFINNOVA VENTURE AFFILIATES V, L.P. GROUP MEMBERS: SOFINNOVA VENTURE PRINCIPALS V, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KALOBIOS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001293310 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770557236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87188 FILM NUMBER: 15622927 BUSINESS ADDRESS: STREET 1: 442 LITTLEFIELD AVENUE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650.243.3100 MAIL ADDRESS: STREET 1: 442 LITTLEFIELD AVENUE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFINNOVA VENTURE PARTNERS V LP CENTRAL INDEX KEY: 0001108554 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 681-8420 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 v401831_sc13ga.htm SC 13G/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. 1)*

 

KaloBios Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

48344T100

(CUSIP Number)

 

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 13d-1(d)

 

*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).

 

Page 1 of 14 Pages

Exhibit Index Contained on Page 13

 

 
 

 

CUSIP NO. 48344T100 13 G

Page 2 of 14 

 

1

NAME OF REPORTING PERSONS 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). 

 

Sofinnova Venture Partners V, L.P. (“SVP V”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5

SOLE VOTING POWER 

 

0 shares.

6

SHARED VOTING POWER 

 

0 shares. 

7

SOLE DISPOSITIVE POWER

 

0 shares. 

8

SHARED DISPOSITIVE POWER

 

0 shares. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

 

0 shares 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0% 

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN 

       

 

 
 

 

CUSIP NO. 48344T100 13 G

Page 3 of 14 

 


1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

Sofinnova Venture Affiliates V, L.P. (“SVA V”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH
5

SOLE VOTING POWER

 

0 shares. 

6

SHARED VOTING POWER

 

0 shares. 

7

SOLE DISPOSITIVE POWER

 

0 shares. 

8

SHARED DISPOSITIVE POWER

 

0 shares. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0 shares 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0% 

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN 

       

 

 
 

 

CUSIP NO. 48344T100 13 G

Page 4 of 14

 


1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

Sofinnova Venture Principals V, LP (“SVPr V”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

0 shares. 

6

SHARED VOTING POWER

 

0 shares. 

7

SOLE DISPOSITIVE POWER

 

0 shares. 

8

SHARED DISPOSITIVE POWER

 

0 shares. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0 shares 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0% 

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN 

       

 

 
 

 

CUSIP NO. 48344T100 13 G

Page 5 of 14

 


1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 

Sofinnova Management V, L.L.C. (“SM V”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

10,558 shares, except that Michael F. Powell (“Powell”), Alain L. Azan (“Azan”) and James I. Healy (“Healy”), the managing members of SM V, may be deemed to have shared power to vote these shares. 

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

10,558 shares, except that Powell, Azan and Healy, the managing members of SM V, may be deemed to have shared power to dispose of these shares. 

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,558 shares

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0% 

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO 

       

 

 
 

 

CUSIP NO. 48344T100 13 G

Page 6 of 14

 


1

NAME OF REPORTING PERSONS 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). 

 

Sofinnova Management V 2005 L.L.C. (“SMV 2005”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

(b) x 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

10,685 shares, except that Powell, Azan and Healy, the managing members of SMV 2005, may be deemed to have shared power to vote these shares. 

6

SHARED VOTING POWER

 

See response to row 5. 

7

SOLE DISPOSITIVE POWER

 

10,685 shares, except that Powell, Azan and Healy, the managing members of SMV 2005, may be deemed to have shared power to dispose of these shares. 

8

SHARED DISPOSITIVE POWER

 

See response to row 7. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,685 shares 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨ 

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%
12

TYPE OF REPORTING PERSON (See Instructions)

 

OO 

       

 

 
 

 

CUSIP NO. 48344T100 13 G

Page 7 of 14

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Michael F. Powell (“Powell”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. Citizen 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

 

2,926 shares. 

6

SHARED VOTING POWER

 

23,881 shares, of which 10,558 shares are owned directly by SM V, 10,685 shares are owned directly by SMV 2005 and 2,638 shares are owned directly by Sofinnova Ventures, Inc. (“SM Inc”). Powell, a managing member of both SM V and SMV 2005, may be deemed to have shared power to vote the shares held by both SM V and SMV V. Powell, a director of SM Inc, may be deemed to have shared power to vote the shares held by SM Inc. 

7

SOLE DISPOSITIVE POWER

 

2,926 shares. 

8

SHARED DISPOSITIVE POWER

 

23,881 shares, of which 10,558 shares are owned directly by SM V, 10,685 shares are owned directly by SMV 2005 and 2,638 shares are owned directly by SM Inc. Powell, a managing member of both SM V and SMV 2005, may be deemed to have shared power to dispose of the shares held by both SM V and SMV V. Powell, a director of SM Inc, may be deemed to have shared power to dispose of the shares held by SM Inc. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,807 shares. 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1% 

12

TYPE OF REPORTING PERSON*

 

IN 

       

 

 
 

 

CUSIP NO. 48344T100 13 G

Page 8 of 14

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Alain L. Azan (“Azan”) 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. Citizen 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH
5

SOLE VOTING POWER

 

4,878 shares. 

6

SHARED VOTING POWER

 

23,881 shares, of which 10,558 shares are owned directly by SM V, 10,685 shares are owned directly by SMV 2005 and 2,638 shares are owned directly by SM Inc. Azan, a managing member of both SM V and SMV 2005, may be deemed to have shared power to vote the shares held by both SM V and SMV V. Azan, a director of SM Inc, may be deemed to have shared power to vote the shares held by SM Inc. 

7

SOLE DISPOSITIVE POWER

 

4,878 shares 

8

SHARED DISPOSITIVE POWER

 

23,881 shares, of which 10,558 shares are owned directly by SM V, 10,685 shares are owned directly by SMV 2005 and 2,638 shares are owned directly by SM Inc. Azan, a managing member of both SM V and SMV 2005, may be deemed to have shared power to dispose of the shares held by both SM V and SMV V. Azan, a director of SM Inc, may be deemed to have shared power to dispose of the shares held by SM Inc. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

28,759 shares. 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1% 

12

TYPE OF REPORTING PERSON*

 

IN

       

 

 
 

 

CUSIP NO. 48344T100 13 G

Page 9 of 14

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

James I. Healy (“Healy”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) x 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. Citizen 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH 

5

SOLE VOTING POWER

 

15,487 shares (includes 15,000 shares issuable to Healy pursuant to outstanding options exercisable within 60 days of December 31, 2014)

6

SHARED VOTING POWER

 

23,881 shares, of which 10,558 shares are owned directly by SM V, 10,685 shares are owned directly by SMV 2005 and 2,638 shares are owned directly by SM Inc. Healy, a managing member of both SM V and SMV 2005, may be deemed to have shared power to vote the shares held by both SM V and SMV V. Healy, a director of SM Inc, may be deemed to have shared power to vote the shares held by SM Inc. 

7

SOLE DISPOSITIVE POWER

 

15,487 shares (includes 15,000 shares issuable to Healy pursuant to outstanding options exercisable within 60 days of December 31, 2014)

8

SHARED DISPOSITIVE POWER

 

23,881 shares, of which 10,558 shares are owned directly by SM V, 10,685 shares are owned directly by SMV 2005 and 2,638 shares are owned directly by SM Inc. Healy, a managing member of both SM V and SMV 2005, may be deemed to have shared power to dispose of the shares held by both SM V and SMV V. Healy, a director of SM Inc, may be deemed to have shared power to dispose of the shares held by SM Inc. 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

39,368 shares. 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

 

¨ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1% 

12

TYPE OF REPORTING PERSON*

 

IN 

       

 

 
 

 

CUSIP NO. 48344T100 13 G

Page 10 of 14

 

This Amendment No. 1 amends the Statement on Schedule 13G previously filed by Sofinnova Venture Partners V, L.P. (“SVP V”), Sofinnova Venture Affiliates V, L.P. (“SVA V”), Sofinnova Venture Principals V, L.P. (“SVPr V”), Sofinnova Management V, L.L.C. (“SM V”), Sofinnova Management V 2005 LLC (“SMV 2005”), Michael F. Powell (“Powell”), Alain L. Azan (“Azan”) and James I. Healy (“Healy”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 1.

 

ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE

 

The address for each of the Reporting Persons is:

 

Sofinnova Ventures

3000 Sand Hill Road, Bldg. 4, Suite 250

Menlo Park, CA 94025

 

ITEM 2(C)CITIZENSHIP

 

SVPr V is a Delaware limited partnership. SM V and SMV 2005 are Delaware limited liability companies. Powell, Azan and Healy are United States citizens. SVP V and SVA V were Delaware limited partnerships that were wound up and cancelled on or prior to December 31, 2014.

 

ITEM 4.OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The following information with respect to the ownership of the shares of the issuer by the persons filing this statement is provided as of December 31, 2014.

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

 
 

 

CUSIP NO. 48344T100 13 G

Page 11 of 14

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x Yes

   

 
 

 

CUSIP NO. 48344T100 13 G

Page 12 of 14

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 17, 2015

 

  /s/ Nathalie Auber
Sofinnova Management V, L.L.C. Nathalie Auber, Attorney-in-Fact*
   
Sofinnova Management V 2005 L.L.C. /s/ Nathalie Auber
  Nathalie Auber, Attorney-in-Fact*
   
Sofinnova Venture Principals V, L.P. /s/ Nathalie Auber
By Sofinnova Management V, L.L.C. Nathalie Auber, Attorney-in-Fact*
Its General Partner  
   
Michael F. Powell /s/ Nathalie Auber
  Nathalie Auber, Attorney-in-Fact*
   
Alain L. Azan /s/ Nathalie Auber
  Nathalie Auber, Attorney-in-Fact*
   
James I. Healy /s/ Nathalie Auber
  Nathalie Auber, Attorney-in-Fact*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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 for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

 
 

 

CUSIP NO. 48344T100 13 G

Page 13 of 14

 

EXHIBIT INDEX

 

  Found on Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 14

  

 
 

 

CUSIP NO. 48344T100 13 G

Page 14 of 14 

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of KaloBios Pharmaceuticals, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.