X0206 3 2012-08-11 0 0001293310 KALOBIOS PHARMACEUTICALS INC NONE 0001173409 MPM BIOVENTURES III-QP L.P. THE JOHN HANCOCK TOWER 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001173408 MPM BIOVENTURES III L.P. THE JOHN HANCOCK TOWER 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001249133 MPM BIOVENTURES III GMBH & CO. Beteiligungs KG THE JOHN HANCOCK TOWER 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001249063 MPM BIOVENTURES III PARALLEL FUND, L.P. THE JOHN HANCOCK TOWER 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001346986 MPM Asset Management Investors 2005 BVIII LLC THE JOHN HANCOCK TOWER 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001360529 MPM BioVentures Strategic Fund LP THE JOHN HANCOCK TOWER 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001249143 MPM BIOVENTURES III GP L.P. THE JOHN HANCOCK TOWER 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 0001249147 MPM BIOVENTURES III LLC THE JOHN HANCOCK TOWER 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 0 0 1 0 Series B-2 Preferred Stock Common Stock 6944444 I See Footnote Series C Preferred Stock Common Stock 1202443 I See Footnote Series D Preferred Stock Common Stock 981334 I See Footnote Immediate. Not applicable. Each share of preferred stock is convertible, at the option of the holder, at any time, into shares of common stock of the Issuer in an amount equal to the original purchase price of such share divided by the applicable conversion price as determined in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation. Currently, each share of preferred stock is convertible into common stock on a one-for-one basis. The shares of preferred stock will automatically convert into shares of common stock upon certain occurances as set forth in the Issuer's Registration Statement on Form 10 filed on June 12, 2012, as amended. The shares are held as follows: 5,094,008 by MPM BioVentures III-QP, L.P. ("BV III QP"), 342,528 by MPM BioVentures III, L.P. ("BV III"), 90,230 by MPM Asset Management Investors 2005 BVIII LLC ("AM 2005"), 153,878 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel"), 430,467 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG") and 833,333 by MPM BioVentures Strategic Fund, L.P. ("BV SF"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III QP, BV III, BV Parallel, BV KG and BV SF. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler are the Series A members of MPM III LLC and the managers of AM 2005. Each reporting person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. The shares are held as follows: 882,037 by BV III QP, 59,309 by BV III, 15,624 by AM 2005, 26,644 by BV Parallel, 74,536 by BV KG and 144,293 by BV SF. Each reporting person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. The shares are held as follows: 719,845 by BV III QP, 48,403 by BV III, 12,751 by AM 2005, 21,745 by BV Parallel, 60,830 by BV KG and 117,760 by BV SF. Each reporting person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. See Form 3 for Luke Evnin for additional members of this joint filing. /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III QP, L.P. 2012-08-10 /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.,P., the general partner of MPM BioVentures III, L.P. 2012-08-10 /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., in its capacity as the Managing Limited Partner of MPM BioVentures III GmbH & Co. Beteiligungs KG 2012-08-10 /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures III Parallel Fund, LP 2012-08-10 /s/ Luke Evnin, manager of MPM Asset Management Investors 2005 BVIII LLC 2012-08-10 /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P., the general partner of MPM BioVentures Strategic Fund, LP 2012-08-10 /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC, the general partner of MPM BioVentures III GP, L.P. 2012-08-10 /s/ Luke Evnin, Series A Member of MPM BioVentures III LLC 2012-08-10