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^*

NODELMAN OLEG

(Last)

(First)

(Middle)

C/O KINDRED BIOSCIENCES, INC.

1499 BAYSHORE HIGHWAY, SUITE 226

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kindred Biosciences, Inc. [ KIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	08/27/2014		P		9,927	A	$10.7014	442,358⁽³⁾	I	By EcoR1 Capital Fund, L.P.⁽¹⁾
Common Stock	08/27/2014		P		12,073	A	$10.7014	538,073⁽³⁾	I	By EcoR1 Capital Fund Qualified, L.P.⁽²⁾
Common Stock	08/28/2014		P		11,280	A	$10.9802	453,638	I	By EcoR1 Capital Fund, L.P.⁽¹⁾
Common Stock	08/28/2014		P		13,720	A	$10.9802	551,793	I	By EcoR1 Capital Fund Qualified, L.P.⁽²⁾
Common Stock								50,000	D

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)

Explanation of Responses:

1. Shares owned directly by EcoR1 Capital Fund, L.P. ("Capital Fund"). Mr. Nodelman, solely by virtue of his position as the manager of EcoR1 Capital, LLC ("EcoR1"), the general partner of Capital Fund, may be deemed to beneficially own the shares owned directly by Capital Fund. Mr. Nodelman expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. Shares owned directly by EcoR1 Capital Fund Qualified, L.P. ("Qualified Fund"). Mr. Nodelman, solely by virtue of his position as the manager of EcoR1, the general partner of Qualified Fund, may be deemed to beneficially own the shares owned directly by Qualified Fund. Mr. Nodelman expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. The shares owned directly by each of Capital Fund and Qualified Fund have been adjusted from the previous Form 4 filed by Mr. Nodelman with respect to securities of the Issuer to give effect to transfers of shares between Capital Fund and Qualified Fund in connection with periodic rebalancing transactions, which occurred prior to the transactions reported herein.

	/s/ Oleg Nodelman	08/29/2014
	** 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).
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