SC 13G

0001193125-14-050654.txt : 20140213 0001193125-14-050654.hdr.sgml : 20140213 20140213143659 ACCESSION NUMBER: 0001193125-14-050654 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 GROUP MEMBERS: ANSBERT GADICKE GROUP MEMBERS: DENNIS HENNER GROUP MEMBERS: KURT WHEELER GROUP MEMBERS: LUKE EVNIN GROUP MEMBERS: MICHAEL STEINMETZ GROUP MEMBERS: MPM ASSET MANAGEMENT INVESTORS 2005 BVIII LLC GROUP MEMBERS: MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG GROUP MEMBERS: MPM BIOVENTURES III GP, L.P. GROUP MEMBERS: MPM BIOVENTURES III LLC GROUP MEMBERS: MPM BIOVENTURES III PARALLEL FUND, L.P. GROUP MEMBERS: MPM BIOVENTURES III-QP, L.P. GROUP MEMBERS: MPM BIOVENTURES STRATEGIC FUND, L.P. GROUP MEMBERS: NICHOLAS GALAKATOS GROUP MEMBERS: NICHOLAS SIMON III 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-87188 FILM NUMBER: 14605197 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: MPM BIOVENTURES III L.P. CENTRAL INDEX KEY: 0001173408 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 425 9200 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: MPM BIOVENTURES III LP DATE OF NAME CHANGE: 20031124 FORMER COMPANY: FORMER CONFORMED NAME: MPM BIO VENTURES III LP DATE OF NAME CHANGE: 20020514 SC 13G 1 d675534dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

KaloBios Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

48344T 10 0

(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:

¨ Rule 13d-1(b)

¨ 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. 48344T 10 0


1.	Name of Reporting Persons MPM BioVentures III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 129,865*
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 129,865*
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 129,865*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.4%
12.	Type of Reporting Person (See Instructions) PN

*	All of the shares were sold subsequent to December 31, 2013.

Page 2 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons MPM BioVentures III-QP, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 1,931,357*
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 1,931,357*
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,931,357*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.9%
12.	Type of Reporting Person (See Instructions) PN

*	All of the shares were sold subsequent to December 31, 2013.

Page 3 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons MPM BioVentures III Parallel Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 58,340*
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 58,340*
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 58,340*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.2%
12.	Type of Reporting Person (See Instructions) PN

*	All of the shares were sold subsequent to December 31, 2013.

Page 4 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons MPM BioVentures III GmbH & Co. Beteiligungs KG
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Germany
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 163,207*
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 163,207*
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 163,207*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.5%
12.	Type of Reporting Person (See Instructions) PN

*	All of the shares were sold subsequent to December 31, 2013.

Page 5 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons MPM BioVentures Strategic Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 315,950*
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 315,950*
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 315,950*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 1.0%
12.	Type of Reporting Person (See Instructions) PN

*	All of the shares were sold subsequent to December 31, 2013.

Page 6 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons MPM Asset Management Investors 2005 BVIII LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 34,209*
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 34,209*
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,209*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.1%
12.	Type of Reporting Person (See Instructions) OO

*	All of the shares were sold subsequent to December 31, 2013.

Page 7 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons MPM BioVentures III GP, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,598,719* **
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,598,719* **
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,598,719* **
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 7.9%
12.	Type of Reporting Person (See Instructions) PN

The shares are held as follows: 1,931,357 by MPM BioVentures III-QP, L.P. (“BV III QP”), 129,865 by MPM BioVentures III, L.P. (“BV III”), 58,340 by MPM BioVentures III Parallel Fund, L.P. (“BV Parallel”), 163,207 by MPM BioVentures III GmbH & Co. Beteiligungs KG (“BV KG”) and 315,950 by MPM BioVentures Strategic Fund, L.P. (“BV SF”). The Reporting Person is the direct general partner of BV III QP, BV III, BV Parallel, BV KG and BV SF.

**	All of the shares were sold subsequent to December 31, 2013.

Page 8 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons MPM BioVentures III LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,598,719* **
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,598,719* **
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,598,719* **
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 7.9%
12.	Type of Reporting Person (See Instructions) OO

*	The shares are held as follows: 1,931,357 by BV III QP, 129,865 by BV III, 58,340 by BV Parallel, 163,207 by BV KG and 315,950 by BV SF. The Reporting Person is the indirect general partner of BV III QP, BV III, BV Parallel, BV KG and BV SF.

**	All of the shares were sold subsequent to December 31, 2013.

Page 9 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons Luke Evnin
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,632,928* **
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,632,928* **
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,632,928* **
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 8.0%
12.	Type of Reporting Person (See Instructions) IN

The shares are held as follows: 1,931,357 by BV III QP, 129,865 by BV III, 34,209 by MPM Asset Management Investors 2005 BVIII LLC (“AM 2005”), 58,340 by BV Parallel, 163,207 by BV KG and 315,950 by 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. The Reporting Person is a Series A member of MPM III LLC and a manager of AM 2005.

**	All of the shares were sold subsequent to December 31, 2013.

Page 10 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons Ansbert Gadicke
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,632,928* **
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,632,928* **
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,632,928* **
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 8.0%
12.	Type of Reporting Person (See Instructions) IN

The shares are held as follows: 1,931,357 by BV III QP, 129,865 by BV III, 34,209 by AM 2005, 58,340 by BV Parallel, 163,207 by BV KG and 315,950 by BV SF. MPM III GP and MPM III LLC are the direct and indirect general partners of BV III QP, BV III, BV Parallel, BV KG and BV SF. The Reporting Person is a Series A member of MPM III LLC and a manager of AM 2005.

**	All of the shares were sold subsequent to December 31, 2013.

Page 11 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons Nicholas Galakatos
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,632,928* **
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,632,928* **
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,632,928* **
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 8.0%
12.	Type of Reporting Person (See Instructions) IN

**	All of the shares were sold subsequent to December 31, 2013.

Page 12 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons Michael Steinmetz
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,632,928* **
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,632,928* **
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,632,928* **
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 8.0%
12.	Type of Reporting Person (See Instructions) IN

**	All of the shares were sold subsequent to December 31, 2013.

Page 13 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons Kurt Wheeler
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,632,928* **
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,632,928* **
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,632,928* **
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 8.0%
12.	Type of Reporting Person (See Instructions) IN

**	All of the shares were sold subsequent to December 31, 2013.

Page 14 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons Nicholas Simon III
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,632,928* **
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,632,928* **
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,632,928* **
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 8.0%
12.	Type of Reporting Person (See Instructions) IN

Page 15 of 25

CUSIP No. 48344T 10 0


1.	Name of Reporting Persons Dennis Henner
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 5,000 **
		6.	Shared Voting Power 2,632,928* ***
		7.	Sole Dispositive Power 5,000 **
		8.	Shared Dispositive Power 2,632,928* ***
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,632,928* ***
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 8.0%
12.	Type of Reporting Person (See Instructions) IN

**	Represents shares issuable pursuant to options exercisable within 60 days of December 31, 2013.

***	All of the shares were sold subsequent to December 31, 2013.

Page 16 of 25

Item 1.

(a)

Name of Issuer

KaloBios Pharmaceuticals, Inc.

(b)

Address of Issuer’s Principal Executive Offices

260 East Grand Avenue

South San Francisco, CA 94080

Item 2.

(a)

Name of Person Filing

MPM BioVentures III, LP

MPM BioVentures III-QP, L.P.

MPM BioVentures III Parallel Fund, L.P.

MPM BioVentures III GmbH & Co. Beteiligungs KG

MPM Asset Management Investors 2005 BVIII LLC

MPM BioVentures III GP, L.P.

MPM BioVentures III LLC

MPM BioVentures Strategic Fund, L.P.

Luke Evnin

Ansbert Gadicke

Nicholas Galakatos

Michael Steinmetz

Kurt Wheeler

Nicholas Simon III

Dennis Henner

(b)

Address of Principal Business Office or, if none, Residence

c/o MPM Capital LLC

The John Hancock Tower

200 Clarendon Street, 54^th Floor

Boston, MA 02116

(c)

Citizenship

All entities were organized in Delaware except MPM BioVentures III GmbH & Co. Beteiligungs KG, which was organized in Germany. The individuals are all United States citizens.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

48344T 10 0

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:

Not applicable

Page 17 of 25

Item 4.

Ownership

(a)

Amount Beneficially Owned as of December 31, 2013:


MPM BioVentures III, L.P.	129,865
MPM BioVentures III-QP, L.P.	1,931,357
MPM BioVentures III Parallel Fund, L.P.	58,340
MPM BioVentures III GmbH & Co. Parallel-Beteiligungs KG	163,207
MPM BioVentures Strategic Fund, L.P.	315,950
MPM Asset Management Investors 2005 BVIII LLC	34,209
MPM BioVentures III GP, L.P.	2,598,719	(1)
MPM BioVentures III LLC	2,598,719	(1)
Ansbert Gadicke	2,632,928	(2)
Luke B. Evnin	2,632,928	(2)
Nicholas Galakatos	2,632,928	(2)
Michael Steinmetz	2,632,928	(2)
Kurt Wheeler	2,632,928	(2)
Nicholas Simon III	2,632,928	(2)
Dennis Henner	2,637,928	(2)(3)

Percent of Class as of December 31, 2013:


MPM BioVentures III, L.P.	0.4	%
MPM BioVentures III-QP, L.P.	5.9	%
MPM BioVentures III Parallel Fund, L.P.	0.2	%
MPM BioVentures III GmbH & Co. Parallel-Beteiligungs KG	0.5	%
MPM BioVentures Strategic Fund, L.P.	1.0	%
MPM Asset Management Investors 2005 BVIII LLC	0.1	%
MPM BioVentures III GP, L.P.	7.9	%
MPM BioVentures III LLC	7.9	%
Ansbert Gadicke	8.0	%
Luke B. Evnin	8.0	%
Nicholas Galakatos	8.0	%
Michael Steinmetz	8.0	%
Kurt Wheeler	8.0	%
Nicholas Simon III	8.0	%
Dennis Henner	8.0	%

Page 18 of 25

(b)

Number of shares as to which the person has as of December 31, 2013:

(i)

Sole power to vote or to direct the vote


MPM BioVentures III, L.P.			129,865
MPM BioVentures III-QP, L.P.			1,931,357
MPM BioVentures III Parallel Fund, L.P.			58,340
MPM BioVentures III GmbH & Co. Parallel-Beteiligungs KG			163,207
MPM BioVentures Strategic Fund, L.P.			315,950
MPM Asset Management Investors 2005 BVIII LLC			34,209
MPM BioVentures III GP, L.P.			0
MPM BioVentures III LLC			0
Ansbert Gadicke			0
Luke B. Evnin			0
Nicholas Galakatos			0
Michael Steinmetz			0
Kurt Wheeler			0
Nicholas Simon III			0
Dennis Henner			0

(ii)

Shared power to vote or to direct the vote


MPM BioVentures III, L.P.	0
MPM BioVentures III-QP, L.P.	0
MPM BioVentures III Parallel Fund, L.P.	0
MPM BioVentures III GmbH & Co. Parallel-Beteiligungs KG	0
MPM BioVentures Strategic Fund, L.P.	0
MPM Asset Management Investors 2005 BVIII LLC	0
MPM BioVentures III GP, L.P.	2,598,719	(1)
MPM BioVentures III LLC	2,598,719	(1)
Ansbert Gadicke	2,632,928	(2)
Luke B. Evnin	2,632,928	(2)
Nicholas Galakatos	2,632,928	(2)
Michael Steinmetz	2,632,928	(2)
Kurt Wheeler	2,632,928	(2)
Nicholas Simon III	2,632,928	(2)
Dennis Henner	2,637,928	(2)(3)

(iii)

Sole power to dispose or to direct the disposition of


MPM BioVentures III, LP			129,865
MPM BioVentures III-QP, L.P.			1,931,357
MPM BioVentures III Parallel Fund, L.P.			58,340
MPM BioVentures III GmbH & Co. Parallel-Beteiligungs KG			163,207
MPM BioVentures Strategic Fund, L.P.			315,950
MPM Asset Management Investors 2005 LLC			34,209
MPM Asset Management III, L.P.			0
MPM Asset Management III LLC			0
Ansbert Gadicke			0
Luke Evnin			0
Nicholas Galakatos			0
Michael Steinmetz			0
Kurt Wheeler			0
Nicholas Simon III			0
Dennis Henner			0

Page 19 of 25

(iv)

Shared power to dispose or to direct the disposition of


MPM BioVentures III, LP	0
MPM BioVentures III-QP, L.P.	0
MPM BioVentures III Parallel Fund, L.P.	0
MPM BioVentures III GmbH & Co. Parallel-Beteiligungs KG	0
MPM BioVentures Strategic Fund, L.P.	0
MPM Asset Management Investors 2005 BVIII LLC	0
MPM BioVentures III GP, L.P.	2,598,719	(1)
MPM BioVentures III LLC	2,598,719	(1)
Ansbert Gadicke	2,632,928	(2)
Luke B. Evnin	2,632,928	(2)
Nicholas Galakatos	2,632,928	(2)
Michael Steinmetz	2,632,928	(2)
Kurt Wheeler	2,632,928	(2)
Nicholas Simon III	2,632,928	(2)
Dennis Henner	2,637,928	(2)(3)

(1)	The shares are held as follows: 1,931,357 by BV III QP, 129,865 by BV III, 58,340 by BV Parallel, 163,207 by BV KG and 315,950 by BV SF. MPM III GP and MPM III LLC are the direct and indirect general partners of BV III QP, BV III, BV Parallel, BV KG and BV SF.

(2)

(3)	Includes 5,000 shares issuable upon the exercise of options that are exercisable within 60 days of the filing date.

All of the shares held were sold subsequent to December 31, 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 ¨.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

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

Page 20 of 25

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of a Group

Not Applicable

Item 10.

Certification

Not Applicable

Page 21 of 25

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 12, 2014


MPM BIOVENTURES III, L.P.		MPM BIOVENTURES III-QP, L.P.

By:	MPM BioVentures III GP, L.P.,	By:	MPM BioVentures III GP, L.P.,
	its General Partner		its General Partner

By:	MPM BioVentures III LLC,	By:	MPM BioVentures III LLC,
	its General Partner		its General Partner

By:	/s/ Luke Evnin	By:	/s/ Luke Evnin
	Name: Luke Evnin		Name: Luke Evnin
	Title: Series A Member		Title: Series A Member

MPM BIOVENTURES III PARALLEL FUND, L.P.		MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG

By:	MPM BioVentures III GP, L.P.,
	its General Partner	By:	MPM BioVentures III GP, L.P.,
			in its capacity as the Managing Limited Partner
By:	MPM BioVentures III LLC,
	its General Partner	By:	MPM BioVentures III LLC,
			its General Partner

By:	/s/ Luke Evnin
	Name: Luke Evnin	By:	/s/ Luke Evnin
	Title: Series A Member		Name: Luke Evnin
			Title: Series A Member

MPM ASSET MANAGEMENT INVESTORS 2005 BVIII LLC		MPM BIOVENTURES STRATEGIC FUND, L.P.

		By:	MPM BioVentures III GP, L.P.,
By:	/s/ Luke Evnin		its General Partner
	Name: Luke Evnin
	Title: Manager	By:	MPM BioVentures III LLC,
			its General Partner

		By:	/s/ Luke Evnin
			Name: Luke Evnin
			Title: Series A Member

MPM BIOVENTURES III GP, L.P.		MPM BIOVENTURES III LLC

By:	MPM BioVentures III LLC,	By:	/s/ Luke Evnin
	its General Partner	Name:	Luke Evnin
		Title:	Series A Member

By:	/s/ Luke Evnin
Name:	Luke Evnin
Title:	Series A Member

Page 22 of 25



By:	/s/ Luke Evnin	By:	/s/ Ansbert Gadicke
	Name: Luke Evnin		Name: Ansbert Gadicke

By:	/s/ Nicholas Galakatos	By:	/s/ Michael Steinmetz
	Name: Nicholas Galakatos		Name: Michael Steinmetz

By:	/s/ Kurt Wheeler	By:	/s/ Nicholas Simon III
	Name: Kurt Wheeler		Name: Nicholas Simon III

By:	/s/ Dennis Henner
	Name: Dennis Henner

EXHIBITS

A:	Joint Filing Agreement

Page 23 of 25

EX-99.A 2 d675534dex99a.htm EX-A EX-A

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of KaloBios Pharmaceuticals, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 12^th day of February, 2014.


MPM BIOVENTURES III, L.P.		MPM BIOVENTURES III-QP, L.P.

By:	MPM BioVentures III GP, L.P.,	By:	MPM BioVentures III GP, L.P.,
	its General Partner		its General Partner

By:	MPM BioVentures III LLC,	By:	MPM BioVentures III LLC,
	its General Partner		its General Partner

By:	/s/ Luke Evnin	By:	/s/ Luke Evnin
	Name: Luke Evnin		Name: Luke Evnin
	Title: Series A Member		Title: Series A Member

MPM BIOVENTURES III PARALLEL FUND, L.P.		MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG

By:	MPM BioVentures III GP, L.P.,
	its General Partner	By:	MPM BioVentures III GP, L.P.,
			in its capacity as the Managing Limited Partner
By:	MPM BioVentures III LLC,
	its General Partner	By:	MPM BioVentures III LLC,
			its General Partner

By:	/s/ Luke Evnin
	Name: Luke Evnin	By:	/s/ Luke Evnin
	Title: Series A Member		Name: Luke Evnin
			Title: Series A Member

MPM ASSET MANAGEMENT INVESTORS 2005 BVIII LLC		MPM BIOVENTURES STRATEGIC FUND, L.P.

		By:	MPM BioVentures III GP, L.P.,
By:	/s/ Luke Evnin		its General Partner
	Name: Luke Evnin
	Title: Manager	By:	MPM BioVentures III LLC,
			its General Partner

		By:	/s/ Luke Evnin
			Name: Luke Evnin
			Title: Series A Member

MPM BIOVENTURES III GP, L.P.		MPM BIOVENTURES III LLC

By:	MPM BioVentures III LLC,	By:	/s/ Luke Evnin
	its General Partner	Name:	Luke Evnin
		Title:	Series A Member

By:	/s/ Luke Evnin
Name:	Luke Evnin
Title:	Series A Member

Page 24 of 25



By:	/s/ Luke Evnin	By:	/s/ Ansbert Gadicke
	Name: Luke Evnin		Name: Ansbert Gadicke

By:	/s/ Nicholas Galakatos	By:	/s/ Michael Steinmetz
	Name: Nicholas Galakatos		Name: Michael Steinmetz

By:	/s/ Kurt Wheeler	By:	/s/ Nicholas Simon III
	Name: Kurt Wheeler		Name: Nicholas Simon III

By:	/s/ Dennis Henner
	Name: Dennis Henner

Page 25 of 25