Sec Form 4 Filing - 5AM Partners LLC @ KALOBIOS PHARMACEUTICALS INC - 2013-02-05

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) 02/05/2013 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 02/05/2013 C 498,038 ( 1 ) A 721,228 D ( 6 )

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 Series B-1 Preferred Stock ( 2 ) 02/05/2013 C 125,185 ( 7 ) ( 2 ) ( 8 ) Common Stock 125,185 $ 0 0 D ( 9 ) Series B-2 Preferred Stock ( 3 ) 02/05/2013 C 175,488 ( 7 ) ( 3 ) ( 8 ) Common Stock 175,488 $ 0 0 D ( 10 ) Series C Preferred Stock ( 4 ) 02/05/2013 C 79,886 ( 7 ) ( 4 ) ( 8 ) Common Stock 87,434.2 $ 0 0 D ( 11 ) Series D Preferred Stock ( 5 ) 02/05/2013 C 96,612 ( 7 ) ( 5 ) ( 8 ) Common Stock 109,932.1 $ 0 0 D ( 12 )

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 Signatures /s/ Andrew J. Schwab, Managing Director of 5AM Partners LLC 02/07/2013 Signature of Reporting Person Date /s/ Andrew J. Schwab, Managing Director of 5AM Partners LLC, the general partner of 5AM Ventures LLC 02/07/2013 Signature of Reporting Person Date /s/ Andrew J. Schwab, Managing Director of 5AM Partners LLC, the general partner of 5AM Co-Investors LLC 02/07/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the sum of all converted shares described in Table II of this Form 4. The converted shares were first aggregated on a per Reporting Person basis and then rounded down to the next whole share. The shares are held as follows: 436,069 shares by 5AM Ventures LLC ("Ventures") and 61,969 shares by 5AM Co-Investors LLC ("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. ( 2 )Each share of Series B-1 Preferred Stock automatically converted into one share of Common Stock in connection with the consummation of Issuer's initial public offering. ( 3 )Each share of Series B-2 Preferred Stock automatically converted into one share of Common Stock in connection with the consummation of Issuer's initial public offering. ( 4 )Each share of Series C Preferred Stock automatically converted into approximately 1.09 shares of Common Stock, including applicable anti-dilution adjustments, in connection with the consummation of Issuer's initial public offering. ( 5 )Each share of Series D Preferred Stock automatically converted into approximately 1.14 shares of Common Stock, including applicable anti-dilution adjustments, in connection with the consummation of Issuer's initial public offering. ( 6 )The shares are held as follows: 631,418 shares by Ventures and 89,810 shares by Co-Investors. ( 7 )Reflects 1-for-3.56147 reverse stock split which became effective on January 15, 2013. ( 8 )No expiration date. ( 9 )The shares are held as follows: 109,537 shares by Ventures and 15,648 shares by Co-Investors. ( 10 )The shares are held as follows: 153,552 shares by Ventures and 21,936 shares by Co-Investors. ( 11 )The shares are held as follows: approximately 76,631.6 shares by Ventures and approximately 10,802.6 shares by Co-Investors. Fractional shares were rounded as described in Footnote 1 of this Form 4. ( 12 )The shares are held as follows: approximately 96,349.3 shares by Ventures and approximately 13,582.8 shares by Co-Investors. Fractional shares were rounded as described in Footnote 1 of this Form 4.

Remarks: All Reporting Persons disclaim 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.Upon the consummation of Issuer's initial public offering the Reporting Person ceased to be a 10% owner and therefore no longer is subject to Section 16.

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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