SEC Form 4 · accession 0001144204-17-038358
Kala Pharmaceuticals, Inc. · KALA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 25, 2017
Accepted (ET)
Jul 26, 2017 · 4:44 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,F2,F7 | Jul 25, 2017 | C | 1,579,903 | — | A | 1,579,903 | I | See footnotes |
| Common StockF3,F4,F7 | Jul 25, 2017 | P | 533,333 | $15.00 | A | 2,113,236 | 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 B Preferred StockF5,F7,F1 | — | Jul 25, 2017 | C | 3,819,444 | D | — | — | Common Stock | 733,337 | 0 | I |
| Series C Preferred StockF6,F7,F1 | — | Jul 25, 2017 | C | 4,409,170 | D | — | — | Common Stock | 846,566 | 0 | I |
Explanation of responses
- F1The Series B Preferred Stock and the Series C Preferred Stock converted into Common Stock on a 5.2083-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B Preferred Stock and Series C Preferred Stock were convertible 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.
- F2Includes (a) 1,300,057 shares of Common Stock that are held by RA Capital Healthcare Fund, L.P.(the "Fund") and (b) 279,846 shares of Common Stock that are held in an account owned by a separately managed account (the "Account").
- F3Includes (a) 427,043 shares of Common Stock held by the Fund and (b) 106,290 held in the Account, in each case acquired in the Issuer's initial public offering.
- F4These securities include 1,727,100 shares held by the Fund and 386,136 shares held in the Account.
- F5Includes (a) 3,143,402 shares of Series B Convertible Preferred Stock that were held by the Fund and (b) 676,042 shares of Series B Convertible Preferred Stock that were held in the Account.
- F6Includes (a) 3,627,688 shares of Series C Convertible Preferred Stock that were held by the Fund and (b) 781,482 shares of Series C Convertible Preferred Stock that were held in the Account.
- F7RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser of the Account. Peter Kolchinsky is the sole manager of the Adviser. The Adviser and Mr. Kolchinsky disclaim beneficial ownership of the reported securities in reliance on Rule 16a-1(a)(1)(v) and (vii) and disclaim any obligation to file reports under Section 16 other than as directors by deputization. The Adviser and Dr. Kolchinsky have no pecuniary interest in the reported securities held in the Account and disclaim: (A) beneficial ownership thereof for purposes of Rule 16a-1(a)(2) and (B) beneficial ownership of securities held by the Fund, for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.