Edgar Filing: Kindred Biosciences, Inc.

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

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 (Month/Day/Year)
08/25/2014

(Street)

BURLINGAME, CA 94010

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/25/2014		P		22,967	A	$ 10.4923	425,611 ⁽³⁾	I	By EcoR1 Capital Fund, L.P. ⁽¹⁾
Common Stock	08/25/2014		P		27,933	A	$ 10.4923	498,476 ⁽³⁾	I	By EcoR1 Capital Fund Qualified, L.P. ⁽²⁾
Common Stock	08/26/2014		P		15,497	A	$ 10.5123	441,108	I	By EcoR1 Capital Fund, L.P. ⁽¹⁾
Common Stock	08/26/2014		P		18,847	A	$ 10.5123	517,323	I	By EcoR1 Capital Fund Qualified, L.P. ⁽²⁾
Common Stock								50,000	D

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NODELMAN OLEG C/O KINDRED BIOSCIENCES, INC. 1499 BAYSHORE HIGHWAY, SUITE 226 BURLINGAME, CA 94010	X

Signatures

/s/ Oleg Nodelman		08/27/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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