SEC Form 4 · accession 0001209191-17-046462
Kala Pharmaceuticals, Inc. · KALA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Patrick G Enright
10% Owner
Bakker Juliet Tammenoms
10% Owner
Longitude Venture Partners II, L.P.
10% Owner
Longitude Capital Partners II, LLC
10% Owner
Period of report
Jul 25, 2017
Accepted (ET)
Jul 27, 2017 · 5:23 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,F3 | Jul 25, 2017 | C | 2,055,946 | — | A | 2,055,946 | I | By Longitude Venture Partners II, L.P. |
| Common StockF2,F3 | Jul 25, 2017 | P | 215,000 | $15.00 | A | 2,270,946 | I | By Longitude Venture Partners II, L.P. |
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 StockF2,F3,F1 | — | Jul 25, 2017 | C | 10,707,985 | D | — | — | Common Stock | 2,055,946 | 0 | I |
Explanation of responses
- F1The 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 C Preferred Stock was 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.
- F2This Form 4 is filed jointly by Longitude Capital Partners II, LLC ("Longitude Capital II"), Longitude Venture Partners II, L.P. ("Longitude Venture II"), Patrick G. Enright ("Mr. Enright") and Juliet Tammenoms Bakker ("Ms. Bakker"), all of whom shared beneficial ownership of more than 10% of the capital stock of the Issuer as of the date of the transactions reported in this Form 4. Longitude Capital II is the general partner of Longitude Venture II and may be deemed to share voting and investment power over the shares held by Longitude Venture II. Mr. Enright and Ms. Bakker are the managing members of Longitude Capital II and may be deemed to share voting and investment power over the shares held by Longitude Venture II. Each of Longitude Capital II, Mr. Enright and Ms. Bakker disclaims beneficial ownership of such shares except to the extent of its, his or her pecuniary interest therein.
- F3Longitude Venture II acquired 215,000 shares of Common Stock in the Issuer's initial public offering.