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: Shah Rajeev M. (Director)

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	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 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 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. 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 RA Capital Healthcare Fund, L.P. and (b) 106,290 held in the Account, in each case acquired in the Issuer's initial public offering.

F4: Includes (a) 3,143,402 shares of Series B Convertible Preferred Stock that were held by RA Capital Healthcare Fund, L.P. and (b) 676,042 shares of Series B Convertible Preferred Stock that were held in the Account.

F5: Includes (a) 3,627,688 shares of Series C Convertible Preferred Stock that were held by RA Capital Healthcare Fund, L.P. and (b) 781,482 shares of Series C Convertible Preferred Stock that were held in the Account.

F6: RA Capital Management, LLC (the "Adviser") is the general partner of RA Capital Healthcare Fund, L.P. and the investment adviser of the Account. Peter Kolchinsky is the sole manager of the Adviser, and Mr. Shah is a member of the Adviser. Mr. Shah has no pecuniary interest in the reported securities held in the Account and therefore disclaims beneficial ownership of those securities. Mr. Shah disclaims beneficial ownership of the reported securities held by the RA Capital Healthcare Fund, L.P. except to the extent of his pecuniary interest therein.