SEC FORM 4

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

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^*

ARCH VENTURE FUND VI LP

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KYTHERA BIOPHARMACEUTICALS INC [ KYTH ]

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)
10/16/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/16/2012		C		1,476⁽¹⁾⁽²⁾	A	⁽²⁾	1,476⁽¹⁾	D⁽³⁾⁽⁴⁾
Common Stock	10/16/2012		C		1,338,359⁽¹⁾⁽⁵⁾	A	⁽⁵⁾	1,339,835⁽¹⁾	D⁽³⁾⁽⁴⁾
Common Stock	10/16/2012		C		557,639⁽¹⁾⁽⁶⁾	A	⁽⁶⁾	1,897,474⁽¹⁾	D⁽³⁾⁽⁴⁾
Common Stock	10/16/2012		C		132,649⁽¹⁾⁽⁷⁾	A	⁽⁷⁾	2,030,123⁽¹⁾	D⁽³⁾⁽⁴⁾
Common Stock	10/16/2012		M		121,883	A	$7.55	2,152,006	D⁽³⁾⁽⁴⁾
Common Stock	10/16/2012		F		46,266⁽⁸⁾	D	$19.88	2,105,740	D⁽³⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	10/16/2012		C			1,476⁽¹⁾	⁽⁹⁾	⁽¹⁰⁾	Common Stock	1,476⁽¹⁾⁽²⁾	$0.00	0	D⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	10/16/2012		C			1,327,936⁽¹⁾	⁽⁹⁾	⁽¹⁰⁾	Common Stock	1,338,359⁽¹⁾⁽⁵⁾	$0.00	0	D⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽⁶⁾	10/16/2012		C			557,639⁽¹⁾	⁽⁹⁾	⁽¹⁰⁾	Common Stock	557,639⁽¹⁾⁽⁶⁾	$0.00	0	D⁽³⁾⁽⁴⁾
Series D Preferred Stock	⁽⁷⁾	10/16/2012		C			132,649⁽¹⁾	⁽⁹⁾	⁽¹⁰⁾	Common Stock	132,649⁽¹⁾⁽⁷⁾	$0.00	0	D⁽³⁾⁽⁴⁾
Warrant to Purchase Preferred Stock	$7.61⁽¹⁾⁽¹¹⁾	10/16/2012		J			120,934⁽¹⁾⁽¹¹⁾	⁽¹²⁾	01/17/2013	Series B Preferred Stock	120,934⁽¹⁾	$0.00	0	D⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$7.55⁽¹⁾⁽¹¹⁾	10/16/2012		J		121,883⁽¹⁾⁽¹¹⁾		⁽¹²⁾	01/17/2013	Common Stock	121,883⁽¹⁾	$0.00	121,883⁽¹⁾	D⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$7.55⁽¹⁾⁽¹¹⁾	10/16/2012		M			121,883⁽¹⁾⁽¹¹⁾	⁽¹²⁾	01/17/2013	Common Stock	121,883⁽¹⁾	$0.00	0	D⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

ARCH VENTURE FUND VI LP

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(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^*

ARCH VENTURE PARTNERS VI LP

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(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^*

ARCH VENTURE PARTNERS VI LLC

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(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^*

CRANDELL KEITH

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(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^*

BYBEE CLINTON

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(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. Reflects a 1-for-2.6443 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.

2. Each share of Series A Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

3. Securities held of record by ARCH Venture Fund VI, L.P ("ARCH VI"). ARCH Venture Partners VI, L.P. (the "GPLP"), as the sole general partner of ARCH VI, may be deemed to beneficially own certain of the shares held of record by ARCH VI. The GPLP disclaims beneficial ownership of all shares held of record by ARCH VI in which the GPLP does not have an actual pecuniary interest. ARCH Venture Partners VI, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by ARCH VI.

4. The GPLLC disclaims beneficial ownership of all shares held of record by ARCH VI in which the GPLLC does not have an actual pecuniary interest. Each of Keith Crandell and Clinton Bybee, as managing directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by ARCH VI. Each of Messrs. Crandell and Bybee disclaims beneficial ownership of all shares held of record by ARCH VI except to the extent of their pecuniary interest therein..

5. Each share of Series B Preferred Stock was automatically converted on a 1.00784918354475-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

6. Each share of Series C Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

7. Each share of Series D Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

8. Shares disposed of in connection with net share settlements of outstanding warrants, which resulted in the cancellation of underlying shares to the Issuer, and which did not involve any sale of shares.

9. The shares are immediately convertible.

10. The shares do not have an expiration date.

11. Upon completion of the Issuer's initial public offering, the warrant to purchase shares of Series B Preferred Stock automatically converted on a 1.00784918354475-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.

12. This warrant is immediately exercisable.

	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH VI	10/16/2012
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of GPLP	10/16/2012
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of GPLLC	10/16/2012
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell	10/16/2012
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee	10/16/2012
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.