0001181431-12-045026.txt : 20120810 0001181431-12-045026.hdr.sgml : 20120810 20120810182144 ACCESSION NUMBER: 0001181431-12-045026 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120811 FILED AS OF DATE: 20120810 DATE AS OF CHANGE: 20120810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM VENTURES LLC CENTRAL INDEX KEY: 0001178419 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54735 FILM NUMBER: 121025571 MAIL ADDRESS: STREET 1: 750 BATTERY ST STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM CO INVESTORS LLC CENTRAL INDEX KEY: 0001215737 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54735 FILM NUMBER: 121025572 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL RD BLDG 1 STE 285 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8604 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Partners LLC CENTRAL INDEX KEY: 0001555951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54735 FILM NUMBER: 121025573 BUSINESS ADDRESS: STREET 1: 2200 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.233.8600 MAIL ADDRESS: STREET 1: 2200 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 rrd352968.xml FORM 3 X0206 3 2012-08-11 0 0001293310 KALOBIOS PHARMACEUTICALS INC NONE 0001555951 5AM Partners LLC 2200 SAND HILL ROAD SUITE 110 MENLO PARK CA 94025 0 0 1 0 0001215737 5AM CO INVESTORS LLC 2200 SAND HILL ROAD SUITE 110 MENLO PARK CA 0 0 1 0 0001178419 5AM VENTURES LLC 2200 SAND HILL ROAD SUITE 110 MENLO PARK CA 94025 0 0 1 0 Common Stock 572295 D Series B-1 Preferred Stock Common Stock 445847 D Series B-2 Preferred Stock Common Stock 624999 D Series C Preferred Stock Common Stock 284513 D Series D Preferred Stock Common Stock 344084 D The shares are held as follows: 500,758 shares by 5AM Ventures LLC ("Ventures") and 71,537 shares by 5AM Co-Investors LLC ("Co-Investors"). 5AM Partners LLC is the general partner of Ventures and Co-Investors. The managing directors of 5AM Partners LLC are Dr. John D. Diekman and Andrew J. Schwab. 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. No expiration. The shares are held as follows: 390,116 shares by Ventures and 55,731 shares by Co-Investors. The shares are held as follows: 546,874 shares by Ventures and 78,125 shares by Co-Investors. The shares are held as follows: 249,360 shares by Ventures and 35,153 shares by Co-Investors. The shares are held as follows: 301,570 shares by Ventures and 42,514 shares by Co-Investors. Each Reporting Persons disclaim beneficial ownership of shares of KaloBios Pharmaceuticals, Inc. stock held by the other Reporting Person 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/ John D. Diekman, Managing Director of 5AM Partners LLC 2012-08-10 /s/ John D. Diekman, Managing Director of 5AM Partners LLC, the general partner of 5AM Ventures LLC 2012-08-10 /s/ John D. Diekman, Managing Director of 5AM Partners LLC, the general partner of 5AM Co-Investors LLC 2012-08-10