SEC Form 4 · accession 0001179110-17-010703

Kala Pharmaceuticals, Inc. · KALA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Rajeev M. Shah

Director

Period of report

Jul 25, 2017

Accepted (ET)

Jul 26, 2017 · 4:31 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 Stock^F1,F2,F6	Jul 25, 2017	C	1,579,903	—	A	1,579,903	I	See footnote.
Common Stock^F3,F6	Jul 25, 2017	P	533,333	$15.00	A	2,113,236	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 B Preferred Stock^F4,F6,F1	—	Jul 25, 2017	C	3,819,444	D	—	—	Common Stock	733,337	0	I
Series C Preferred Stock^F5,F6,F1	—	Jul 25, 2017	C	4,409,170	D	—	—	Common Stock	846,566	0	I

Explanation of responses

F1The Series B Preferred Stock and Series C 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 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. 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 RA Capital Healthcare Fund, L.P. and (b) 106,290 held in the Account, in each case acquired in the Issuer's initial public offering.
F4Includes (a) 3,143,402 shares of Series B Convertible Preferred Stock that were held by RA Capital Healthcare Fund, L.P. and (b) 676,042 shares of Series B Convertible Preferred Stock that were held in the Account.
F5Includes (a) 3,627,688 shares of Series C Convertible Preferred Stock that were held by RA Capital Healthcare Fund, L.P. and (b) 781,482 shares of Series C Convertible Preferred Stock that were held in the Account.
F6RA Capital Management, LLC (the "Adviser") is the general partner of RA Capital Healthcare Fund, L.P. and the investment adviser of the Account. Peter Kolchinsky is the sole manager of the Adviser, and Mr. Shah is a member of the Adviser. Mr. Shah has no pecuniary interest in the reported securities held in the Account and therefore disclaims beneficial ownership of those securities. Mr. Shah disclaims beneficial ownership of the reported securities held by the RA Capital Healthcare Fund, L.P. except to the extent of his pecuniary interest therein.