SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Paull Robert Bradley

(Last)

(First)

(Middle)

C/O KALA PHARMACEUTICALS, INC.

100 BEAVER STREET, SUITE 201

(Street)

WALTHAM

02453

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kala Pharmaceuticals, Inc. [ KALA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/25/2017		C		1,204,937	A	⁽¹⁾	1,204,937	I	See footnote.⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series Seed Preferred Stock	⁽¹⁾	07/25/2017		C			3,677,373	⁽¹⁾	⁽¹⁾	Common Stock	706,060	$0	0	I	See footnote.⁽³⁾
Series A Preferred Stock	⁽¹⁾	07/25/2017		C			1,666,666	⁽¹⁾	⁽¹⁾	Common Stock	320,002	$0	0	I	See footnote.⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	07/25/2017		C			900,146	⁽¹⁾	⁽¹⁾	Common Stock	172,829	$0	0	I	See footnote.⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	07/25/2017		C			31,494	⁽¹⁾	⁽¹⁾	Common Stock	6,046	$0	0	I	See footnote.⁽⁶⁾
Series B Preferred Stock Warrant (right to buy)	⁽⁷⁾	07/25/2017		C			84,130⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Series B Preferred Stock	84,130⁽⁷⁾	$0	0⁽⁷⁾	I	See footnote.⁽⁸⁾
Common Stock Warrant (right to buy)	$7.5	07/25/2017		C		16,152		⁽⁷⁾	⁽⁷⁾	Common Stock	16,152	$0	16,152	I	See footnote.⁽⁹⁾

Explanation of Responses:

1. The 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.

2. Includes (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.

3. Includes (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.

4. Includes (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.

5. Includes (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.

6. Includes (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.

7. The 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.

8. Includes 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.

9. Includes 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.

	/s/ Mary Reumuth, Attorney-in-Fact	07/26/2017
	** Signature of Reporting Person	Date
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