Sec Form 4 Filing - 5AM Partners LLC @ KALOBIOS PHARMACEUTICALS INC - 2013-01-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person 5AM Partners LLC 2. Issuer Name and Ticker or Trading Symbol KALOBIOS PHARMACEUTICALS INC [ KBIO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2200 SAND HILL ROAD, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2013 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 01/31/2013 P 62,500 ( 1 ) A $ 8 223,190 ( 2 ) D ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 5AM Partners LLC 2200 SAND HILL ROAD SUITE 110 MENLO PARK, CA94025 X 5AM CO INVESTORS LLC 2200 SAND HILL ROAD SUITE 110 MENLO PARK, CA X 5AM VENTURES LLC 2200 SAND HILL ROAD SUITE 110 MENLO PARK, CA94025 X Signatures /s/ John D. Diekman, Managing Director of 5AM Partners LLC 02/04/2013 Signature of Reporting Person Date /s/ John D. Diekman, Managing Director of 5AM Partners LLC, the general partner of 5AM Ventures LLC 02/04/2013 Signature of Reporting Person Date /s/ John D. Diekman, Managing Director of 5AM Partners LLC, the general partner of 5AM Co-Investors LLC 02/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were acquired as follows: 54,745 shares by 5AM Ventures LLC ("Ventures") and 7,755 shares by 5AM Co-Investors LLC ("Co-Investors"). ( 2 )Reflects 1-for-3.56147 reverse stock split which became effective on January 15, 2013. ( 3 )The shares are held as follows: 195,349 shares Ventures and 27,841 shares by Co-Investors. 5AM Partners LLC is the general partner of Ventures and Co-Investors. The managing directors of 5AM Partners LLC are Dr. John D. Diekman and Andrew J. Schwab.

Remarks: Each Reporting Person disclaims 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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