0000947871-14-000060.txt : 20140206 0000947871-14-000060.hdr.sgml : 20140206 20140206060656 ACCESSION NUMBER: 0000947871-14-000060 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140206 DATE AS OF CHANGE: 20140206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KALOBIOS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001293310 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770557236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87188 FILM NUMBER: 14577936 BUSINESS ADDRESS: STREET 1: 260 EAST GRAND AVE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650.243.3100 MAIL ADDRESS: STREET 1: 260 EAST GRAND AVE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEVELOPMENT BANK OF JAPAN INC. CENTRAL INDEX KEY: 0001109609 STANDARD INDUSTRIAL CLASSIFICATION: FOREIGN GOVERNMENTS [8888] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1-9-6 OTEMACHI STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 1008178 BUSINESS PHONE: 813-3244-1820 MAIL ADDRESS: STREET 1: 1-9-6 OTEMACHI STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 1008178 FORMER COMPANY: FORMER CONFORMED NAME: DEVELOPMENT BANK OF JAPAN DATE OF NAME CHANGE: 20000320 SC 13G/A 1 ss202275_sc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*
 


KALOBIOS PHARMACEUTICALS, INC.
(Name of Issuer)
 

Common Stock, $0.001 par value per share
(Title of Class of Securities)

 
48344T100
(CUSIP Number)
 
 
December 31, 2013
(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
o
Rule 13d-1(b)

 
o
Rule 13d-1(c)

 
x
Rule 13d-1(d)

 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
 
 
 
 
 
                 
CUSIP No.  48344T100
 SCHEDULE 13G
Page 2 of 5 Pages
         
1
NAME OF REPORTING PERSONS
 
Development Bank of Japan Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Japan
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
491,530
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
491,530
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
491,530
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.5%*
12
TYPE OF REPORTING PERSON (See Instructions)
 
FI
 
* The percentage is based on an aggregate of 32,921,962  shares of common stock of KaloBios Pharmaceuticals, Inc. (“KaloBios”)  outstanding as of November 1, 2013 as reported on KaloBios’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
 
           
 
 
 
              
CUSIP No. 48344T100
SCHEDULE 13G
Page 3 of 5 Pages
 
 
 
Item 1(a).
Name of issuer:

KaloBios Pharmaceuticals, Inc.

Item 1(b).
Address of issuer’s principal executive offices:

260 East Grand Avenue, South San Francisco, CA, 94080

Item 2(a).
Name of person filing:

Development Bank of Japan Inc.

Item 2(b).
Address of principal business office or, if none, residence:

South Tower, Otemachi Financial City, 9-6 Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8178, Japan

Item 2(c).
Citizenship:

Japan                          .

Item 2(d).
Title of class of securities:

Common Stock, $0.001 par value per share.

Item 2(e).
CUSIP Number:

48344T100
 
 
 
 
 
 
 
 
 
 
                     
CUSIP No. 48344T100
SCHEDULE 13G
Page 4 of 5 Pages
 
 
 
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:____


Item 4.
Ownership

 
(a)
Amount beneficially owned: 491,530
  
 
(b)
Percent of class: 1.5%*
  
 
(c)
Number of shares as to which such person has:
  
   
(i)
Sole power to vote or to direct the vote
  
491,530
  
   
(ii)
Shared power to vote or to direct the vote
  
0
  
   
(iii)
Sole power to dispose or to direct the disposition of
  
491,530
  
   
(iv)
Shared power to dispose or to direct the disposition of
  
0
  
         
* The percentage is based on an aggregate of 32,921,962  shares of common stock of KaloBios  outstanding as of November 1, 2013 as reported on KaloBios’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
 
Item 5.
Ownership of five percent or less of a class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 
Item 6.
Ownership of more than five percent on behalf of another person.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock of KaloBios owned by the Development Bank of Japan Inc.

Item 7.
Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
 
Not applicable.

 
 
 
 
 
CUSIP No. 48344T100
SCHEDULE 13G
Page 5 of 5 Pages
 
 

Item 8.
Identification and classification of members of the group.

Not applicable.

Item 9.
Notice of dissolution of group.

Not applicable.

Item 10.
Certifications.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
 
  Dated:  February 6, 2014  
     
  DEVELOPMENT BANK OF JAPAN INC.  
         
         
  By:  /s/ Satoshi Tomii  
    Name: Satoshi Tomii  
    Title:
Head of Growth & Cross Border Investment Group