0001181431-13-007802.txt : 20130207 0001181431-13-007802.hdr.sgml : 20130207 20130207193513 ACCESSION NUMBER: 0001181431-13-007802 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130205 FILED AS OF DATE: 20130207 DATE AS OF CHANGE: 20130207 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: Alloy Ventures 2000, LLC CENTRAL INDEX KEY: 0001317231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35798 FILM NUMBER: 13584314 BUSINESS ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-687-5000 MAIL ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alloy Ventures 2000, L.P. CENTRAL INDEX KEY: 0001317233 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35798 FILM NUMBER: 13584309 BUSINESS ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-687-5000 MAIL ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alloy Partners 2000, L.P. CENTRAL INDEX KEY: 0001317234 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35798 FILM NUMBER: 13584315 BUSINESS ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-687-5000 MAIL ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alloy Corporate 2000, L.P. CENTRAL INDEX KEY: 0001317235 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35798 FILM NUMBER: 13584311 BUSINESS ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-687-5000 MAIL ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alloy Investors 2000, L.P. CENTRAL INDEX KEY: 0001317237 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35798 FILM NUMBER: 13584310 BUSINESS ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-687-5000 MAIL ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alloy Annex I, LLC CENTRAL INDEX KEY: 0001317240 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35798 FILM NUMBER: 13584313 BUSINESS ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-687-5000 MAIL ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alloy Annex I, L.P. CENTRAL INDEX KEY: 0001317258 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35798 FILM NUMBER: 13584312 BUSINESS ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-687-5000 MAIL ADDRESS: STREET 1: 400 HAMILTON AVENUE STREET 2: 4TH FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 4 1 rrd369100.xml FORM 4 X0306 4 2013-02-05 1 0001293310 KALOBIOS PHARMACEUTICALS INC KBIO 0001317231 Alloy Ventures 2000, LLC 400 HAMILTON AVE., 4TH FL. PALO ALTO CA 94301 0 0 1 0 0001317240 Alloy Annex I, LLC 400 HAMILTON AVE., 4TH FL. PALO ALTO CA 94301 0 0 1 0 0001317258 Alloy Annex I, L.P. 400 HAMILTON AVE., 4TH FL. PALO ALTO CA 94301 0 0 1 0 0001317235 Alloy Corporate 2000, L.P. 400 HAMILTON AVE., 4TH FL. PALO ALTO CA 94301 0 0 1 0 0001317237 Alloy Investors 2000, L.P. 400 HAMILTON AVE., 4TH FL. PALO ALTO CA 94301 0 0 1 0 0001317234 Alloy Partners 2000, L.P. 400 HAMILTON AVE., 4TH FL. PALO ALTO CA 94301 0 0 1 0 0001317233 Alloy Ventures 2000, L.P. 400 HAMILTON AVE., 4TH FL. PALO ALTO CA 94301 0 0 1 0 Common Stock 2013-02-05 4 C 0 1683817 A 1691794 D Series A Preferred Stock 2013-02-05 4 C 0 194965 0 D Common Stock 194965 0 D Series B-1 Preferred Stock 2013-02-05 4 C 0 357693 0 D Common Stock 357693 0 D Series B-2 Preferred Stock 2013-02-05 4 C 0 487489 0 D Common Stock 487489 0 D Series C Preferred Stock 2013-02-05 4 C 0 181114 0 D Common Stock 198227 0 D Series D Preferred Stock 2013-02-05 4 C 0 224029 0 D Common Stock 254916.4 0 D Series E Preferred Stock 2013-02-05 4 C 0 165164 0 D Common Stock 190529.1 0 D Represents the sum of all converted shares described in Table II of this Form 4. The converted shares were first aggregated on a per Reporting Person basis and then rounded down to the next whole share. The shares are held as follows: 103,993 shares by Alloy Corporate 2000, L.P. ("Corporate"), 178,414 shares by Alloy Investors 2000, L.P. ("Investors"), 44,348 shares by Alloy Partners 2000, L.P. ("Partners"), 865,310 shares by Alloy Ventures 2000, L.P. ("Ventures") and 491,752 shares by Alloy Annex I, L.P. ("Annex"). Alloy Ventures 2000, LLC is the general partner of Corporate, Investors, Partners and Ventures. Alloy Annex I, LLC is the general partner of Annex. The managing members of Alloy Ventures 2000, LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D. and Tony Di Bona. The managing members of Alloy Annex I, LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D., Tony Di Bona and Daniel I. Rubin. Each share of Series A Preferred Stock automatically converted into one share of Common Stock in connection with the consummation of Issuer's initial public offering. Each share of Series B-1 Preferred Stock automatically converted into one share of Common Stock in connection with the consummation of Issuer's initial public offering. Each share of Series B-2 Preferred Stock automatically converted into one share of Common Stock in connection with the consummation of Issuer's initial public offering. Each share of Series C Preferred Stock automatically converted into approximately 1.09 shares of Common Stock, including applicable anti-dilution adjustments, in connection with the consummation of Issuer's initial public offering. Each share of Series D Preferred Stock automatically converted into approximately 1.14 shares of Common Stock, including applicable anti-dilution adjustments, in connection with the consummation of Issuer's initial public offering. Each share of Series E Preferred Stock automatically converted into approximately 1.15 shares of Common Stock, including applicable anti-dilution adjustments, in connection with the consummation of Issuer's initial public offering. Reflects 1-for-3.56147 reverse stock split which became effective on January 15, 2013. The shares are held as follows: 104,688 shares by Corporate, 179,607 shares by Investors, 44,644 shares by Partners, 871,103 shares by Ventures and 491,752 shares by Annex. No expiration date. The shares are held as follows: 17,008 shares by Corporate, 29,180 shares by Investors, 7,253 shares by Partners and 141,524 shares by Ventures. The shares are held as follows: 31,205 shares by Corporate, 53,536 shares by Investors, 13,307 shares by Partners and 259,645 shares by Ventures. The shares are held as follows: 25,859 shares by Corporate, 44,364 shares by Investors, 11,028 shares by Partners, 215,166 shares by Ventures and 191,072 shares by Annex. The shares are held as follows: approximately 8,646.5 shares by Corporate, approximately 14,833.6 shares by Investors, approximately 3,687.3 shares by Partners, 71,945 shares by Ventures and approximately 99,114.6 shares by Annex. Fractional shares were rounded as described in Footnote 1 of this Form 4. The shares are held as follows: approximately 12,964.9 shares by Corporate, approximately 22,243.1 shares by Investors, approximately 5,528.9 shares by Partners, approximately 107,879.4 shares by Ventures and 106,300 shares by Annex. Fractional shares were rounded as described in Footnote 1 of this Form 4. The shares are held as follows: approximately 8,310.4 shares by Corporate, approximately 14,258.2 shares by Investors, approximately 3,543.8 shares by Partners, approximately 69,151.1 shares by Ventures and approximately 95,265.7 shares by Annex. Fractional shares were rounded as described in Footnote 1 of this Form 4. All Reporting Persons disclaim beneficial ownership of shares of KaloBios Pharmaceuticals, Inc. stock held by the other Reporting Persons 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. Upon the consummation of Issuer's initial public offering the Reporting Person ceased to be a 10% owner and therefore is no longer subject to Section 16. /s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC 2013-02-07 /s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Corporate 2000, L.P. 2013-02-07 /s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Ventures 2000, L.P. 2013-02-07 /s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Investors 2000, L.P. 2013-02-07 /s/ Tony Di Bona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Partners 2000, L.P. 2013-02-07 /s/ Tony Di Bona, Mannaging Member of Alloy Annex I, LLC 2013-02-07 /s/ Tony Di Bona, Mannaging Member of Alloy Annex I, LLC, the general partner of Alloy Annex I, L.P. 2013-02-07