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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Alloy Ventures 2000, LLC (Last) (First) (Middle) 400 HAMILTON AVE., 4TH FL. (Street) PALO ALTO CA 94301 (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) 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) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/05/2013		C		1,683,817(1)	A	(2)(3)(4)(5)(6)(7)	1,691,794(8)	D(9)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(2)	02/05/2013		C			194,965(8)	(2)	(10)	Common Stock	194,965	$0	0	D(11)
Series B-1 Preferred Stock	(3)	02/05/2013		C			357,693(8)	(3)	(10)	Common Stock	357,693	$0	0	D(12)
Series B-2 Preferred Stock	(4)	02/05/2013		C			487,489(8)	(4)	(10)	Common Stock	487,489	$0	0	D(13)
Series C Preferred Stock	(5)	02/05/2013		C			181,114(8)	(5)	(10)	Common Stock	198,227	$0	0	D(14)
Series D Preferred Stock	(6)	02/05/2013		C			224,029(8)	(6)	(10)	Common Stock	254,916.4	$0	0	D(15)
Series E Preferred Stock	(7)	02/05/2013		C			165,164(8)	(7)	(10)	Common Stock	190,529.1	$0	0	D(16)

1. Name and Address of Reporting Person* Alloy Ventures 2000, LLC (Last) (First) (Middle) 400 HAMILTON AVE., 4TH FL. (Street) PALO ALTO CA 94301 (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* Alloy Annex I, LLC (Last) (First) (Middle) 400 HAMILTON AVE., 4TH FL. (Street) PALO ALTO CA 94301 (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* Alloy Annex I, L.P. (Last) (First) (Middle) 400 HAMILTON AVE., 4TH FL. (Street) PALO ALTO CA 94301 (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* Alloy Corporate 2000, L.P. (Last) (First) (Middle) 400 HAMILTON AVE., 4TH FL. (Street) PALO ALTO CA 94301 (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* Alloy Investors 2000, L.P. (Last) (First) (Middle) 400 HAMILTON AVE., 4TH FL. (Street) PALO ALTO CA 94301 (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* Alloy Partners 2000, L.P. (Last) (First) (Middle) 400 HAMILTON AVE., 4TH FL. (Street) PALO ALTO CA 94301 (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* Alloy Ventures 2000, L.P. (Last) (First) (Middle) 400 HAMILTON AVE., 4TH FL. (Street) PALO ALTO CA 94301 (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. Represents the sum of all converted shares described in Table II of this Form 4. The converted shares were first aggregated on a per Reporting Person basis and then rounded down to the next whole share. The shares are held as follows: 103,993 shares by Alloy Corporate 2000, L.P. ("Corporate"), 178,414 shares by Alloy Investors 2000, L.P. ("Investors"), 44,348 shares by Alloy Partners 2000, L.P. ("Partners"), 865,310 shares by Alloy Ventures 2000, L.P. ("Ventures") and 491,752 shares by Alloy Annex I, L.P. ("Annex"). Alloy Ventures 2000, LLC is the general partner of Corporate, Investors, Partners and Ventures. Alloy Annex I, LLC is the general partner of Annex. The managing members of Alloy Ventures 2000, LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D. and Tony Di Bona. The managing members of Alloy Annex I, LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D., Tony Di Bona and Daniel I. Rubin.

2. Each share of Series A Preferred Stock automatically converted into one share of Common Stock in connection with the consummation of Issuer's initial public offering.

3. Each share of Series B-1 Preferred Stock automatically converted into one share of Common Stock in connection with the consummation of Issuer's initial public offering.

4. Each share of Series B-2 Preferred Stock automatically converted into one share of Common Stock in connection with the consummation of Issuer's initial public offering.

5. Each share of Series C Preferred Stock automatically converted into approximately 1.09 shares of Common Stock, including applicable anti-dilution adjustments, in connection with the consummation of Issuer's initial public offering.

6. Each share of Series D Preferred Stock automatically converted into approximately 1.14 shares of Common Stock, including applicable anti-dilution adjustments, in connection with the consummation of Issuer's initial public offering.

7. Each share of Series E Preferred Stock automatically converted into approximately 1.15 shares of Common Stock, including applicable anti-dilution adjustments, in connection with the consummation of Issuer's initial public offering.

8. Reflects 1-for-3.56147 reverse stock split which became effective on January 15, 2013.

9. The shares are held as follows: 104,688 shares by Corporate, 179,607 shares by Investors, 44,644 shares by Partners, 871,103 shares by Ventures and 491,752 shares by Annex.

10. No expiration date.

11. The shares are held as follows: 17,008 shares by Corporate, 29,180 shares by Investors, 7,253 shares by Partners and 141,524 shares by Ventures.

12. The shares are held as follows: 31,205 shares by Corporate, 53,536 shares by Investors, 13,307 shares by Partners and 259,645 shares by Ventures.

13. The shares are held as follows: 25,859 shares by Corporate, 44,364 shares by Investors, 11,028 shares by Partners, 215,166 shares by Ventures and 191,072 shares by Annex.

14. The shares are held as follows: approximately 8,646.5 shares by Corporate, approximately 14,833.6 shares by Investors, approximately 3,687.3 shares by Partners, 71,945 shares by Ventures and approximately 99,114.6 shares by Annex. Fractional shares were rounded as described in Footnote 1 of this Form 4.

15. The shares are held as follows: approximately 12,964.9 shares by Corporate, approximately 22,243.1 shares by Investors, approximately 5,528.9 shares by Partners, approximately 107,879.4 shares by Ventures and 106,300 shares by Annex. Fractional shares were rounded as described in Footnote 1 of this Form 4.

16. The shares are held as follows: approximately 8,310.4 shares by Corporate, approximately 14,258.2 shares by Investors, approximately 3,543.8 shares by Partners, approximately 69,151.1 shares by Ventures and approximately 95,265.7 shares by Annex. Fractional shares were rounded as described in Footnote 1 of this Form 4.

Remarks:

All Reporting Persons disclaim beneficial ownership of shares of KaloBios Pharmaceuticals, Inc. stock held by the other Reporting Persons 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. Upon the consummation of Issuer's initial public offering the Reporting Person ceased to be a 10% owner and therefore is no longer subject to Section 16.

	/s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC	02/07/2013
	/s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Corporate 2000, L.P.	02/07/2013
	/s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Ventures 2000, L.P.	02/07/2013
	/s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Investors 2000, L.P.	02/07/2013
	/s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Partners 2000, L.P.	02/07/2013
	/s/ Tony Di Bona, Mannaging Member of Alloy Annex I, LLC	02/07/2013
	/s/ Tony Di Bona, Mannaging Member of Alloy Annex I, LLC, the general partner of Alloy Annex I, L.P.	02/07/2013
	** Signature of Reporting Person	Date
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