SEC Form 4 · accession 0001179110-17-010705
Kala Pharmaceuticals, Inc. · KALA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Bradley Paull
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 StockF1,F2 | Jul 25, 2017 | C | 1,204,937 | — | A | 1,204,937 | 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 | 3,677,373 | D | — | — | Common Stock | 706,060 | 0 | I |
| Series A Preferred StockF4,F1 | — | Jul 25, 2017 | C | 1,666,666 | D | — | — | Common Stock | 320,002 | 0 | I |
| Series B Preferred StockF5,F1 | — | Jul 25, 2017 | C | 900,146 | D | — | — | Common Stock | 172,829 | 0 | I |
| Series C Preferred StockF6,F1 | — | Jul 25, 2017 | C | 31,494 | D | — | — | Common Stock | 6,046 | 0 | I |
| Series B Preferred Stock Warrant (right to buy)F7,F8 | — | Jul 25, 2017 | C | 84,130 | D | — | — | Series B Preferred Stock | 84,130 | 0 | I |
| Common Stock Warrant (right to buy)F9,F7 | $7.50 | Jul 25, 2017 | C | 16,152 | A | — | — | Common Stock | 16,152 | 16,152 | I |
Explanation of responses
- F1The Series Seed Preferred Stock, Series A Preferred Stock, 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 Seed Preferred Stock, Series A Preferred Stock, 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) 1,156,441 shares of Common Stock that are held by Lux Ventures II, L.P. and (b) 48,496 shares of Common Stock that are held by Lux Ventures II Sidecar, L.P. The Reporting Person is a venture partner at Lux Capital Management, and disclaims beneficial ownership of the shares held by each of Lux Ventures II, L.P. and Lux Ventures II Sidecar, L.P., except to the extent of his pecuniary interest therein.
- F3Includes (a) 3,529,364 shares of Seed Convertible Preferred Stock that were held by Lux Ventures II, L.P and (b) 148,009 shares of Seed Convertible Preferred Stock that were held by Lux Ventures II Sidecar, L.P. The Reporting Person is a venture partner at Lux Capital Management, and disclaims beneficial ownership of the shares held by each of Lux Ventures II, L.P. and Lux Ventures II Sidecar, L.P., except to the extent of his pecuniary interest therein.
- F4Includes (a) 1,599,586 shares of Series A Convertible Preferred Stock that were held by Lux Ventures II, L.P. and (b) 67,080 shares of Series A Convertible Preferred Stock that were held by Lux Ventures II Sidecar, L.P. The Reporting Person is a venture partner at Lux Capital Management, and disclaims beneficial ownership of the shares held by each of Lux Ventures II, L.P. and Lux Ventures II Sidecar, L.P., except to the extent of his pecuniary interest therein.
- F5Includes (a) 863,917 shares of Series B Convertible Preferred Stock that were held by Lux Ventures II, L.P. and (b) 36,229 shares of Series B Convertible Preferred Stock that were held by Lux Ventures II Sidecar, L.P. The Reporting Person is a venture partner at Lux Capital Management, and disclaims beneficial ownership of the shares held by each of Lux Ventures II, L.P. and Lux Ventures II Sidecar, L.P., except to the extent of his pecuniary interest therein.
- F6Includes (a) 30,226 shares of Series C Convertible Preferred Stock that were held by Lux Ventures II, L.P. and (b) 1,268 shares of Series C Convertible Preferred Stock that were held by Lux Ventures II Sidecar, L.P. The Reporting Person is a venture partner at Lux Capital Management, and disclaims beneficial ownership of the shares held by each of Lux Ventures II, L.P. and Lux Ventures II Sidecar, L.P., except to the extent of his pecuniary interest therein.
- F7The Series B Preferred Stock Warrants were 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 Warrants automatically became exercisable for 16,152 shares of Common Stock at an exercise price of $7.50 per share. The Warrants are exercisable at any time at the holder's election.
- F8Includes Series B Convertible Preferred Stock Warrants to purchase (a) 80,744 shares of Series B Convertible Preferred Stock that are held by Lux Ventures II, L.P. and (b) 3,386 shares of Series B Convertible Preferred Stock that are held by Lux Ventures II Sidecar, L.P. The Reporting Person is a venture partner at Lux Capital Management, and disclaims beneficial ownership of the shares held by each of Lux Ventures II, L.P. and Lux Ventures II Sidecar, L.P., except to the extent of his pecuniary interest therein.
- F9Includes Common Stock Warrants to purchase (a) 15,502 shares of Series Common Stock that are held by Lux Ventures II, L.P. and (b) 650 shares of Common Stock that are held by Lux Ventures II Sidecar, L.P. The Reporting Person is a venture partner at Lux Capital Management, and disclaims beneficial ownership of the shares held by each of Lux Ventures II, L.P. and Lux Ventures II Sidecar, L.P., except to the extent of his pecuniary interest therein.