Sec Form 13G Filing - MPM BIOVENTURES III L.P. @ HUMANIGEN INC

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

KaloBios Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

48344T 10 0

(CUSIP Number)

December 31, 2014

(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 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN

Page 2 of 24


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 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN

Page 3 of 24


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 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN

Page 4 of 24


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 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN

Page 5 of 24


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 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN

Page 6 of 24


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 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) OO

Page 7 of 24


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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN

Page 8 of 24


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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) OO

Page 9 of 24


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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) IN

Page 10 of 24


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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) IN

Page 11 of 24


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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) IN

Page 12 of 24


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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) IN

Page 13 of 24


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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) IN

Page 14 of 24


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 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) IN

Page 15 of 24


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 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) IN

Page 16 of 24

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 24

Item 4.

Ownership

(a)

Amount Beneficially Owned:


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. Beteiligungs KG			0
MPM BioVentures Strategic Fund, L.P.			0
MPM Asset Management Investors 2005 BVIII LLC			0
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

Percent of Class:


MPM BioVentures III, L.P.	0.0	%
MPM BioVentures III-QP, L.P.	0.0	%
MPM BioVentures III Parallel Fund, L.P.	0.0	%
MPM BioVentures III GmbH & Co. Beteiligungs KG	0.0	%
MPM BioVentures Strategic Fund, L.P.	0.0	%
MPM Asset Management Investors 2005 BVIII LLC	0.0	%
MPM BioVentures III GP, L.P.	0.0	%
MPM BioVentures III LLC	0.0	%
Ansbert Gadicke	0.0	%
Luke B. Evnin	0.0	%
Nicholas Galakatos	0.0	%
Michael Steinmetz	0.0	%
Kurt Wheeler	0.0	%
Nicholas Simon III	0.0	%
Dennis Henner	0.0	%

Page 18 of 24

(b)

Number of shares as to which the person has:

(i)

Sole 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. Beteiligungs KG			0
MPM BioVentures Strategic Fund, L.P.			0
MPM Asset Management Investors 2005 BVIII LLC			0
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. Beteiligungs KG	0
MPM BioVentures Strategic Fund, L.P.	0
MPM Asset Management Investors 2005 BVIII LLC	0
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

(iii)

Sole 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. Beteiligungs KG			0
MPM BioVentures Strategic Fund, L.P.			0
MPM Asset Management Investors 2005 LLC			0
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 24

(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. Beteiligungs KG			0
MPM BioVentures Strategic Fund, L.P.			0
MPM Asset Management Investors 2005 BVIII LLC			0
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

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 x.

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

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 20 of 24

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 4, 2015


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.,	By:	MPM BioVentures III GP, L.P.,
	its General Partner		in its capacity as the Managing Limited 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 ASSET MANAGEMENT INVESTORS 2005 BVIII LLC		MPM BIOVENTURES STRATEGIC FUND, L.P.

By:	/s/ Luke Evnin	By:	MPM BioVentures III GP, L.P.,
	Name: Luke Evnin		its General Partner
	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 21 of 24


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 22 of 24

Sec Form 13G Filing - MPM BIOVENTURES III L.P. filing for HUMANIGEN INC (HGEN) - 2015-02-05