KALA BIO, Inc. — Director's Dealing 2017

Jul 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Kala Pharmaceuticals, Inc. (KALA)
CIK: 0001479419
Period of Report: 2017-07-25

Reporting Person: RA CAPITAL MANAGEMENT, LLC (Director)
Reporting Person: RA Capital Healthcare Fund LP (former 10% owner)
Reporting Person: Kolchinsky Peter (former 10% owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-25	Common Stock	C	1579903	—	Acquired	1579903	Indirect
2017-07-25	Common Stock	P	533333	$15.00	Acquired	2113236	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-25	Series B Preferred Stock	$	C	3819444	Disposed		Common Stock (733337)	Indirect
2017-07-25	Series C Preferred Stock	$	C	4409170	Disposed		Common Stock (846566)	Indirect

Footnotes

F1: The Series B Preferred Stock and the Series C Preferred Stock converted into Common Stock on a 5.2083-for-1 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.

F2: Includes (a) 1,300,057 shares of Common Stock that are held by RA Capital Healthcare Fund, L.P.(the "Fund") and (b) 279,846 shares of Common Stock that are held in an account owned by a separately managed account (the "Account").

F3: Includes (a) 427,043 shares of Common Stock held by the Fund and (b) 106,290 held in the Account, in each case acquired in the Issuer's initial public offering.

F4: These securities include 1,727,100 shares held by the Fund and 386,136 shares held in the Account.

F5: Includes (a) 3,143,402 shares of Series B Convertible Preferred Stock that were held by the Fund and (b) 676,042 shares of Series B Convertible Preferred Stock that were held in the Account.

F6: Includes (a) 3,627,688 shares of Series C Convertible Preferred Stock that were held by the Fund and (b) 781,482 shares of Series C Convertible Preferred Stock that were held in the Account.

F7: RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser of the Account. Peter Kolchinsky is the sole manager of the Adviser. The Adviser and Mr. Kolchinsky disclaim beneficial ownership of the reported securities in reliance on Rule 16a-1(a)(1)(v) and (vii) and disclaim any obligation to file reports under Section 16 other than as directors by deputization. The Adviser and Dr. Kolchinsky have no pecuniary interest in the reported securities held in the Account and disclaim: (A) beneficial ownership thereof for purposes of Rule 16a-1(a)(2) and (B) beneficial ownership of securities held by the Fund, for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.