0000891092-16-016717.txt : 20160816 0000891092-16-016717.hdr.sgml : 20160816 20160815193050 ACCESSION NUMBER: 0000891092-16-016717 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160816 DATE AS OF CHANGE: 20160815 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: 161834398 BUSINESS ADDRESS: STREET 1: 1000 MARINA BOULEVARD STREET 2: SUITE 250 CITY: BRISBANE STATE: CA ZIP: 94005-1878 BUSINESS PHONE: 650.243.3100 MAIL ADDRESS: STREET 1: 1000 MARINA BOULEVARD STREET 2: SUITE 250 CITY: BRISBANE STATE: CA ZIP: 94005-1878 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dhar Kapil CENTRAL INDEX KEY: 0001682320 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 4TH FLOOR, RODUS BUILDING, ROAD REEF CITY: ROAD TOWN STATE: D8 ZIP: NA SC 13G 1 e70806sc13g.htm FORM SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

KaloBios Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

48344T209

(CUSIP Number)

June 30, 2016

(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 l3d-l(b)

R Rule 13d-l(c)

£ Rule 13d-l(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 disclosures provided in a prior cover page.

The information required on 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).

1	NAMES OF REPORTING PERSONS
	Kapil Dhar
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) £
	(b) £
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Republic of India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			949,752
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			949,752

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	949,752
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	£
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.37%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	Sable Fiduciary Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) £
	(b) £
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			949,752
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			949,752

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	949,752
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	£
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.37%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	FI

1	NAMES OF REPORTING PERSONS
	Cortleigh Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) £
	(b) £
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			949,752
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			949,752

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	949,752
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	£
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.37%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	FI

Item l(a).	Name of Issuer:
	KaloBios Pharmaceuticals, Inc.
Item l(b).	Address of Issuer’s Principal Executive Offices:
	1000 Marina Boulevard, Suite 250,
	Brisbane, CA 94005-1878
	USA
Item 2(a).	Name of Person Filing:
	Kapil Dhar
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	4th Floor, Rodus Building, Road Reef
	Road Town, Tortola
	British Virgin Islands
Item 2(c).	Citizenship:
	Republic of India
Item 2(d).	Title of Class of Securities:
	Common Stock, par value $0.001 per share
Item 2(e).	CUSIP Number:
	48344T209
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.
Item 4.	Ownership:
	Items 5-11 of the cover pages are incorporated by reference. This Schedule 13G reflects indirect beneficial ownership of the shares of the Issuer by Kapil Dhar and Sable Fiduciary Limited as of June 30, 2016, arising from the direct beneficial ownership of the shares of the Issuer by Cortleigh Limited, as of the same date, in the percentage of shares specified in Item 11 of the cover pages, and does not reflect any subsequent activity. Cortleigh Limited is a subsidiary of Sable Fiduciary Limited, which is controlled by Kapil Dhar.
Item 5.	Ownership of Five Percent or Less of a Class:

	Not applicable
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:
	Not applicable
Item 8.	Identification and Classification of Members of the Group:
	Not applicable
Item 9.	Notice of Dissolution of Group:
	Not applicable
Item 10.	Certification:

	(c)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: July 29, 2016

	/s/ Kapil Dhar
	Name: Kapil Dhar

EXHIBITS

Exhibit Number	Description of Exhibit


24.1	Power of Attorney

99.1	Joint Filing Agreement

EX-24.1 2 e70806ex24-1.htm POWER OF ATTORNEY

EXHIBIT 24.1

Power of Attorney

Know all by these presents that the undersigned hereby make, constitute and appoint Kapil Dhar, acting singly, and with full power of substitution, the undersigneds’ true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in each of the undersigneds’ capacity as an officer and/or director of Cortleigh Limited (“Cortleigh”) or Sable Fiduciary Limited (“Sable,” and together with Cortleigh, the “Companies”), such forms, schedules, statements and other documents as may be required to be filed from time to time with the U.S. Securities and Exchange Commission (the “SEC”) with respect to Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including without limitation, Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This Power of Attorney shall remain in full force and effect until the Companies are no longer required to file a Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5 with respect to the Cortleigh’s holdings of and transactions in securities issued by KaloBios Pharmaceuticals, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of July, 2016.

	Sable Fiduciary Limited
	By:
		/s/ Kapil Dhar
	Name:	Kapil Dhar
	Title:	Director

	Cortleigh Limited
	By:
		/s/ Kapil Dhar
	Name:	Kapil Dhar
	Title:	Director

EX-99.1 3 e70806ex99-1.htm JOINT FILING AGREEMENT

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.


	/s/ Kapil Dhar		July 29, 2016
	Name: Kapil Dhar		Date

	Sable Fiduciary Limited

	By: /s/ Kapil Dhar		July 29, 2016
	Name: Kapil Dhar Title: Attorney-in-fact		Date

	Cortleigh Limited

	By: /s/ Kapil Dhar		July 29, 2016
	Name: Kapil Dhar Title: Attorney-in-fact		Date