Sec Form 4 Filing - NODELMAN OLEG @ Kindred Biosciences, Inc. - 2014-09-29

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 NODELMAN OLEG 2. Issuer Name and Ticker or Trading Symbol Kindred Biosciences, Inc. [ KIN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O KINDRED BIOSCIENCES, INC., 1499 BAYSHORE HIGHWAY, SUITE 226 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2014 (Street) BURLINGAME, CA94010 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 09/29/2014 P 44,410 A $ 9.5597 490,936 ( 3 ) I By EcoR1 Capital Fund, L.P. ( 1 ) Common Stock 09/29/2014 P 55,590 A $ 9.5597 614,495 ( 3 ) I By EcoR1 Capital Fund Qualified, L.P. ( 2 ) Common Stock 50,000 D

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 NODELMAN OLEG C/O KINDRED BIOSCIENCES, INC. 1499 BAYSHORE HIGHWAY, SUITE 226 BURLINGAME, CA94010 X Signatures /s/ Oleg Nodelman 09/30/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares owned directly by EcoR1 Capital Fund, L.P. ("Capital Fund"). Mr. Nodelman, solely by virtue of his position as the manager of EcoR1 Capital, LLC ("EcoR1"), the general partner of Capital Fund, may be deemed to beneficially own the shares owned directly by Capital Fund. Mr. Nodelman expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 2 )Shares owned directly by EcoR1 Capital Fund Qualified, L.P. ("Qualified Fund"). Mr. Nodelman, solely by virtue of his position as the manager of EcoR1, the general partner of Qualified Fund, may be deemed to beneficially own the shares owned directly by Qualified Fund. Mr. Nodelman expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 3 )The shares owned directly by each of Capital Fund and Qualified Fund have been adjusted from the previous Form 4 filed by Mr. Nodelman with respect to securities of the Issuer to give effect to transfers of shares between Capital Fund and Qualified Fund in connection with periodic rebalancing transactions, which occurred prior to the transactions reported herein.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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