SEC Form 4 · accession 0001179110-17-010702
Kala Pharmaceuticals, Inc. · KALA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert I Tepper
Director
Period of report
Jul 25, 2017
Accepted (ET)
Jul 26, 2017 · 4:30 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,F4 | Jul 25, 2017 | C | 1,621,092 | — | A | 1,621,092 | I | See footnote. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series Seed Preferred StockF3,F1 | — | Jul 25, 2017 | C | 3,677,374 | D | — | — | Common Stock | 706,060 | 0 | I |
| Series A Preferred StockF3,F1 | — | Jul 25, 2017 | C | 2,500,000 | D | — | — | Common Stock | 480,003 | 0 | I |
| Series B Preferred StockF3,F1 | — | Jul 25, 2017 | C | 2,265,764 | D | — | — | Common Stock | 435,029 | 0 | I |
| Series B Preferred Stock Warrant (right to buy)F2,F3 | — | Jul 25, 2017 | C | 173,611 | D | — | — | Series B Preferred Stock | 173,611 | 0 | I |
| Common Stock Warrant (right to buy)F4,F2 | $7.50 | Jul 25, 2017 | C | 33,333 | A | — | — | Common Stock | 33,333 | 33,333 | I |
Explanation of responses
- F1The Series Seed Preferred Stock, Series A Preferred Stock and Series B Preferred Stock converted into Common Stock on a 5.2083-for-one-basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series Seed Preferred Stock, Series A Preferred Stock and Series B 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.
- F2The Series B Preferred Stock Warrant was exercisable for such shares of Preferred Stock at an exercise price of $1.44 per share. Upon the closing of the Issuer's initial public offering, the Warrant automatically became exercisable for 33,333 shares of Common Stock at an exercise price of $7.50 per share. The Warrant is exercisable at any time at the holder's election on or before April 16, 2021.
- F3These shares were held by Third Rock Ventures, L.P. ("TRV"). The general partner of TRV is Third Rock Ventures GP, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP, LLC ("TRV GP LLC"). The individual managers of TRV GP LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP, TRV GP LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
- F4These shares are held by TRV. The general partner of TRV is TRV GP. The general partner of TRV GP is TRV GP LLC. The individual managers of TRV GP LLC are Levin, Starr and Tepper. Each of TRV GP, TRV GP LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.