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: Paull Robert Bradley (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-25	Common Stock	C	1204937	—	Acquired	1204937	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-25	Series Seed Preferred Stock	$	C	3677373	Disposed		Common Stock (706060)	Indirect
2017-07-25	Series A Preferred Stock	$	C	1666666	Disposed		Common Stock (320002)	Indirect
2017-07-25	Series B Preferred Stock	$	C	900146	Disposed		Common Stock (172829)	Indirect
2017-07-25	Series C Preferred Stock	$	C	31494	Disposed		Common Stock (6046)	Indirect
2017-07-25	Series B Preferred Stock Warrant (right to buy)	$	C	84130	Disposed		Series B Preferred Stock (84130)	Indirect
2017-07-25	Common Stock Warrant (right to buy)	$7.50	C	16152	Acquired		Common Stock (16152)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.