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^*

Alloy Ventures 2000, LLC

(Last)

(First)

(Middle)

400 HAMILTON AVE., 4TH FL.

(Street)

PALO ALTO

94301

(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	28,418	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 A Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	694,370	⁽²⁾	D⁽⁴⁾
Series B-1 Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	1,273,917	⁽²⁾	D⁽⁵⁾
Series B-2 Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	1,736,186	⁽²⁾	D⁽⁶⁾
Series C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	645,039	⁽²⁾	D⁽⁷⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	797,877	⁽²⁾	D⁽⁸⁾
Series E Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	588,234	⁽²⁾	D⁽⁹⁾

1. Name and Address of Reporting Person^*

Alloy Ventures 2000, LLC

(Last)

(First)

(Middle)

400 HAMILTON AVE., 4TH FL.

(Street)

PALO ALTO

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

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

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

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

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

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

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. The shares are held as follows: 2,478 shares by Alloy Corporate 2000, L.P. ("Corporate"), 4,252 shares by Alloy Investors 2000, L.P. ("Investors"), 1,056 shares by Alloy Partners 2000, L.P. ("Partners"), and 20,632 shares by Alloy Ventures 2000, L.P. ("Ventures"). Alloy Ventures 2000, LLC ("Ventures LLC"), is the general partner of Corporate, Partners, Ventures and Investors. The managing members of Alloy Ventures 2000, LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D., and Tony Di Bona.

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: 60,576 shares by Corporate, 103,925 shares by Investors, 25,832 shares by Partners, and 504,037 shares by Ventures.

5. The shares are held as follows: 111,136 shares by Corporate, 190,667 shares by Investors, 47,394 shares by Partners, and 924,720 shares by Ventures.

6. The shares are held as follows: 92,098 shares by Corporate, 158,004 shares by Investors, 39,277 shares by Partners, 766,308 shares by Ventures, and 680,499 shares by Alloy Annex I, L.P. ("Annex"). Alloy Annex I, LLC ("Annex LLC") is the general partner of Annex. 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.

7. The shares are held as follows: 28,136 shares by Corporate, 48,271 shares by Investors, 11,999 shares by Partners, 234,113 shares by Ventures, and 322,520 shares by Annex.

8. The shares are held as follows: 40,580 shares by Corporate, 69,620 shares by Investors, 17,306 shares by Partners, 337,656 shares by Ventures, and 332,715 shares by Annex.

9. The shares are held as follows: 25,658 shares by Corporate, 44,020 shares by Investors, 10,942 shares by Partners, 213,494 shares by Ventures, and 294,120 shares by Annex.

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.

	/s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC	08/10/2012
	/s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Corporate 2000, L.P.	08/10/2012
	/s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Ventures 2000, L.P.	08/10/2012
	/s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Investors 2000, L.P.	08/10/2012
	/s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Partners 2000, L.P.	08/10/2012
	/s/ Tony Di Bona, Mannaging Member of Alloy Annex I, LLC	08/10/2012
	/s/ Tony Di Bona, Mannaging Member of Alloy Annex I, LLC, the general partner of Alloy Annex I, L.P.	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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