SEC Form 4 · accession 0000947871-17-000581
Kala Pharmaceuticals, Inc. · KALA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Samuel D Isaly
10% Owner · Other
ORBIMED ADVISORS LLC
10% Owner · Other
OrbiMed Capital GP VI LLC
10% Owner · Other
Period of report
Jul 25, 2017
Accepted (ET)
Jul 27, 2017 · 7:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001479419
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F4 | Jul 25, 2017 | C | 2,055,946 | — | A | 2,055,946 | I | See Footnotes |
| Common StockF3,F4 | Jul 25, 2017 | P | 319,333 | $15.00 | A | 2,375,279 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF3,F4,F1,F2 | — | Jul 25, 2017 | C | 10,707,985 | D | — | — | Common Stock | 2,055,946 | 0 | I |
Explanation of responses
- F1The Series C Preferred Stock was converted into Common Stock on a 5.2083-for-one basis.
- F2The Series C Preferred Stock was convertible into Common Stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
- F3The reportable securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP VI. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, GP VI, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F4This report on Form 4 is jointly filed by GP VI, Advisors, and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Remarks
In connection with the closing of the Issuer's initial public offering, which occurred on the same day as the transactions reported on this filing, the Reporting Persons will no longer be deemed to beneficially own greater than 10% of the outstanding shares of the Issuer.