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

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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^*

Prospect Venture Partners III L P

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET, SUITE 200

(Street)

PALO ALTO

94301

(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⁾	I	See footnote⁽³⁾
Common Stock	10/16/2012		C		1,325,151⁽¹⁾⁽⁴⁾	A	⁽⁴⁾	1,326,627⁽¹⁾	I	See footnote⁽³⁾
Common Stock	10/16/2012		C		469,926⁽¹⁾⁽⁵⁾	A	⁽⁵⁾	1,796,553⁽¹⁾	I	See footnote⁽³⁾
Common Stock	10/16/2012		C		118,013⁽¹⁾⁽⁶⁾	A	⁽⁶⁾	1,914,566⁽¹⁾	I	See footnote⁽³⁾

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⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	1,476⁽¹⁾⁽²⁾	$0	0	I	See footnote⁽³⁾
Series B Preferred Stock	⁽⁴⁾	10/16/2012		C			1,314,831⁽¹⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	1,325,151⁽¹⁾⁽⁴⁾	$0	0	I	See footnote⁽³⁾
Series C Preferred Stock	⁽⁵⁾	10/16/2012		C			469,926⁽¹⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	469,926⁽¹⁾⁽⁵⁾	$0	0	I	See footnote⁽³⁾
Series D Preferred Stock	⁽⁶⁾	10/16/2012		C			118,013⁽¹⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	118,013⁽¹⁾⁽⁶⁾	$0	0	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

Prospect Venture Partners III L P

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET, SUITE 200

(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^*

Prospect Management Co. III, L.L.C.

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET, SUITE 200

(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. 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. The shares are owned by Prospect Venture Partners III, L.P. ("PVP III"). Prospect Management Co. III, L.L.C. ("PMC III") serves as the general partner of PVP III and possesses sole voting and investment control over the shares owned by PVP III and may be deemed to have indirect beneficial ownership of the shares held by PVP III. PMC III however owns no securities of the Issuer directly. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its proportionate pecuniary interest therein.

4. 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.

5. 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.

6. 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.

7. The shares are immediately convertible.

8. The shares do not have an expiration date.

	/s/ David Schnell, Managing Director of Prospect Management Co. III, LLC, which serves as the sole General Partner of Prospect Venture Partners III, L.P.	10/16/2012
	/s/ David Schnell, Managing Director of Prospect Management Co. III, LLC	10/16/2012
	** Signature of Reporting Person	Date
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