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^*

Versant Venture Capital II, LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KYTHERA BIOPHARMACEUTICALS INC [ KYTH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2012

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

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

	Form filed by One Reporting Person
X	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	10/16/2012		C		603,612⁽¹⁾⁽²⁾	A	⁽²⁾	697,317⁽¹⁾	I	See footnote⁽³⁾
Common Stock	10/16/2012		C		5,179⁽¹⁾⁽²⁾	A	⁽²⁾	6,016⁽¹⁾	I	See footnote⁽⁴⁾
Common Stock	10/16/2012		C		10,996⁽¹⁾⁽²⁾	A	⁽²⁾	10,996⁽¹⁾	I	See footnote⁽⁵⁾
Common Stock	10/16/2012		C		1,044,048⁽¹⁾⁽⁶⁾	A	⁽⁶⁾	1,741,365⁽¹⁾	I	See footnote⁽³⁾
Common Stock	10/16/2012		C		9,330⁽¹⁾⁽⁶⁾	A	⁽⁶⁾	15,346⁽¹⁾	I	See footnote⁽⁴⁾
Common Stock	10/16/2012		C		19,812⁽¹⁾⁽⁶⁾	A	⁽⁶⁾	30,808⁽¹⁾	I	See footnote⁽⁵⁾
Common Stock	10/16/2012		C		453,925⁽¹⁾⁽⁷⁾	A	⁽⁷⁾	2,195,290⁽¹⁾	I	See footnote⁽³⁾
Common Stock	10/16/2012		C		4,055⁽¹⁾⁽⁷⁾	A	⁽⁷⁾	19,401⁽¹⁾	I	See footnote⁽⁴⁾
Common Stock	10/16/2012		C		8,614⁽¹⁾⁽⁷⁾	A	⁽⁷⁾	39,422⁽¹⁾	I	See footnote⁽⁵⁾
Common Stock	10/16/2012		C		145,796⁽¹⁾⁽⁸⁾	A	⁽⁸⁾	2,341,086⁽¹⁾	I	See footnote⁽³⁾
Common Stock	10/16/2012		C		1,303⁽¹⁾⁽⁸⁾	A	⁽⁸⁾	20,704⁽¹⁾	I	See footnote⁽⁴⁾
Common Stock	10/16/2012		C		2,766⁽¹⁾⁽⁸⁾	A	⁽⁸⁾	42,188⁽¹⁾	I	See footnote⁽⁵⁾
Common Stock	10/16/2012		M		118,573	A	$7.55	2,459,659	I	See footnote⁽³⁾
Common Stock	10/16/2012		M		1,059	A	$7.55	21,763	I	See footnote⁽⁴⁾
Common Stock	10/16/2012		M		2,249	A	$7.55	44,437	I	See footnote⁽⁵⁾
Common Stock	10/16/2012		F		45,010⁽⁹⁾	D	$19.88	2,414,649	I	See footnote⁽³⁾
Common Stock	10/16/2012		F		402⁽⁹⁾	D	$19.88	21,361	I	See footnote⁽⁴⁾
Common Stock	10/16/2012		F		854⁽⁹⁾	D	$19.88	43,583	I	See footnote⁽⁵⁾
Common Stock								31,388⁽¹⁾	I	See footnote⁽¹⁰⁾

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)
Series A Preferred Stock	⁽²⁾	10/16/2012		C			603,612⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	603,612⁽¹⁾⁽²⁾	$0.00	0	I	See footnote⁽³⁾
Series A Preferred Stock	⁽²⁾	10/16/2012		C			5,179⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	5,179⁽¹⁾⁽²⁾	$0.00	0	I	See footnote⁽⁴⁾
Series A Preferred Stock	⁽²⁾	10/16/2012		C			10,996⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	10,996⁽¹⁾⁽²⁾	$0.00	0	I	See footnote⁽⁵⁾
Series B Preferred Stock	⁽⁶⁾	10/16/2012		C			1,035,917⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	1,044,048⁽¹⁾⁽⁶⁾	$0.00	0	I	See footnote⁽³⁾
Series B Preferred Stock	⁽⁶⁾	10/16/2012		C			9,258⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	9,330⁽¹⁾⁽⁶⁾	$0.00	0	I	See footnote⁽⁴⁾
Series B Preferred Stock	⁽⁶⁾	10/16/2012		C			19,658⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	19,812⁽¹⁾⁽⁶⁾	$0.00	0	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽⁷⁾	10/16/2012		C			453,925⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	453,925⁽¹⁾⁽⁷⁾	$0.00	0	I	See footnote⁽³⁾
Series C Preferred Stock	⁽⁷⁾	10/16/2012		C			4,055⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	4,055⁽¹⁾⁽⁷⁾	$0.00	0	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽⁷⁾	10/16/2012		C			8,614⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	8,614⁽¹⁾⁽⁷⁾	$0.00	0	I	See footnote⁽⁵⁾
Series D Preferred Stock	⁽⁸⁾	10/16/2012		C			145,796⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	145,796⁽¹⁾⁽⁸⁾	$0.00	0	I	See footnote⁽³⁾
Series D Preferred Stock	⁽⁸⁾	10/16/2012		C			1,303⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	1,303⁽¹⁾⁽⁸⁾	$0.00	0	I	See footnote⁽⁴⁾
Series D Preferred Stock	⁽⁸⁾	10/16/2012		C			2,766⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	2,766⁽¹⁾⁽⁸⁾	$0.00	0	I	See footnote⁽⁵⁾
Warrant to Purchase Preferred Stock	$7.61⁽¹⁾⁽¹³⁾	10/16/2012		J			117,650⁽¹⁾⁽¹³⁾	⁽¹⁴⁾	01/17/2013	Series B Preferred Stock	117,650⁽¹⁾	$0.00	0	I	See footnote⁽³⁾
Warrant to Purchase Common Stock	$7.55⁽¹⁾⁽¹³⁾	10/16/2012		J		118,573⁽¹⁾⁽¹³⁾		⁽¹⁴⁾	01/17/2013	Common Stock	118,573⁽¹⁾	$0.00	118,573⁽¹⁾	I	See footnote⁽³⁾
Warrant to Purchase Common Stock	$7.55⁽¹⁾⁽¹³⁾	10/16/2012		M			118,573⁽¹⁾⁽¹³⁾	⁽¹⁴⁾	01/17/2013	Common Stock	118,573⁽¹⁾	$0.00	0	I	See footnote⁽³⁾
Warrant to Purchase Preferred Stock	$7.61⁽¹⁾⁽¹³⁾	10/16/2012		J			1,051⁽¹⁾⁽¹³⁾	⁽¹⁴⁾	01/17/2013	Series B Preferred Stock	1,051⁽¹⁾	$0.00	0	I	See footnote⁽⁴⁾
Warrant to Purchase Common Stock	$7.55⁽¹⁾⁽¹³⁾	10/16/2012		J		1,059⁽¹⁾⁽¹³⁾		⁽¹⁴⁾	01/17/2013	Common Stock	1,059⁽¹⁾	$0.00	1,059⁽¹⁾	I	See footnote⁽⁴⁾
Warrant to Purchase Common Stock	$7.55⁽¹⁾⁽¹³⁾	10/16/2012		M			1,059⁽¹⁾⁽¹³⁾	⁽¹⁴⁾	01/17/2013	Common Stock	1,059⁽¹⁾	$0.00	0	I	See footnote⁽⁴⁾
Warrant to Purchase Preferred Stock	$7.61⁽¹⁾⁽¹³⁾	10/16/2012		J			2,232⁽¹⁾⁽¹³⁾	⁽¹⁴⁾	01/17/2013	Series B Preferred Stock	2,232⁽¹⁾	$0.00	0	I	See footnote⁽⁵⁾
Warrant to Purchase Common Stock	$7.55⁽¹⁾⁽¹³⁾	10/16/2012		J		2,249⁽¹⁾⁽¹³⁾		⁽¹⁴⁾	01/17/2013	Common Stock	2,249⁽¹⁾	$0.00	2,249⁽¹⁾	I	See footnote⁽⁵⁾
Warrant to Purchase Common Stock	$7.55⁽¹⁾⁽¹³⁾	10/16/2012		M			2,249⁽¹⁾⁽¹³⁾	⁽¹⁴⁾	01/17/2013	Common Stock	2,249⁽¹⁾	$0.00	0	I	See footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Versant Venture Capital II, LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Versant Side Fund II, LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Versant Affiliates Fund II-A, LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Versant Ventures II LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Versant Venture Management, LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Reflects a 1-for-2.6443 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.

2. Each share of Series A Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

3. Shares held by Versant Venture Capital II, L.P. ("Versant II"). In their capacity as managing members of Versant Venture II, L.L.C. which is the sole general partner of Versant II, Camille Samuels, Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash share voting and investment authority over the shares held by Versant II and may be deemed to beneficially own the shares. Each of Camille Samuels, Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash disclaim beneficial ownership of these shares, except to the extent of his or her pecuniary interest therein.

4. Shares held by Versant Side Fund II, L.P. ("Versant Side"). In their capacity as managing members of Versant Venture II, L.L.C. which is the sole general partner of Versant Side, Camille Samuels, Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash share voting and investment authority over the shares held by Versant Side and may be deemed to beneficially own the shares. Each of Camille Samuels, Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash disclaim beneficial ownership of these shares, except to the extent of his or her pecuniary interest therein.

5. Shares held by Versant Affiliates Fund II-A, L.P. ("Versant Affiliates"). In their capacity as managing members of Versant Venture II, L.L.C. which is the sole general partner of Versant Affiliates, Camille Samuels, Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash share voting and investment authority over the shares held by Versant Affiliates and may be deemed to beneficially own the shares. Each of Camille Samuels, Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Charles M. Warden and Barbara N. Lubash disclaim beneficial ownership of these shares, except to the extent of his or her pecuniary interest therein.

6. Each share of Series B Preferred Stock was automatically converted on a 1.00784918354475-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

7. Each share of Series C Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

8. Each share of Series D Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

9. Shares disposed of in connection with net share settlement of outstanding warrants, which resulted in the cancellation of underlying shares to the Issuer, and which did not involve any sale of shares.

10. Shares held by Versant Venture Management LLC. Versant Venture Management LLC is the investment manager of Versant Venture Capital II, L.P., Versant Side Fund II, L.P. and Versant Affiliates Fund II-A, L.P.

11. The shares are immediately convertible.

12. The shares do not have an expiration date.

13. Upon completion of the Issuer's initial public offering, the warrant to purchase shares of Series B Preferred Stock automatically converted on a 1.00784918354475-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.

14. This warrant is immediately exercisable.

	Versant Venture Capital II, L.P. By: /s/ Robin L. Praeger, Attorney-in-Fact	10/16/2012
	Versant Side Fund II, L.P. By: /s/ Robin L. Praeger, Attorney-in-Fact	10/16/2012
	Versant Affiliates Fund II-A, L.P. By: /s/ Robin L. Praeger, Attorney-in-Fact	10/16/2012
	Versant Venture II, L.L.C. By: /s/ Robin L. Praeger, Chief Financial Officer	10/16/2012
	Versant Venture Management L.L.C By: /s/ Robin L. Praeger, Managing Director	10/16/2012
	** Signature of Reporting Person	Date
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