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: TEPPER ROBERT I (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-25	Common Stock	C	1621092	—	Acquired	1621092	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-25	Series Seed Preferred Stock	$	C	3677374	Disposed		Common Stock (706060)	Indirect
2017-07-25	Series A Preferred Stock	$	C	2500000	Disposed		Common Stock (480003)	Indirect
2017-07-25	Series B Preferred Stock	$	C	2265764	Disposed		Common Stock (435029)	Indirect
2017-07-25	Series B Preferred Stock Warrant (right to buy)	$	C	173611	Disposed		Series B Preferred Stock (173611)	Indirect
2017-07-25	Common Stock Warrant (right to buy)	$7.50	C	33333	Acquired		Common Stock (33333)	Indirect

Footnotes

F1: The Series Seed Preferred Stock, Series A Preferred Stock and Series B 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 and Series B 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: The Series B Preferred Stock Warrant was 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 Warrant automatically became exercisable for 33,333 shares of Common Stock at an exercise price of $7.50 per share. The Warrant is exercisable at any time at the holder's election on or before April 16, 2021.

F3: These shares were held by Third Rock Ventures, L.P. ("TRV"). The general partner of TRV is Third Rock Ventures GP, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP, LLC ("TRV GP LLC"). The individual managers of TRV GP LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP, TRV GP LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.

F4: These shares are held by TRV. The general partner of TRV is TRV GP. The general partner of TRV GP is TRV GP LLC. The individual managers of TRV GP LLC are Levin, Starr and Tepper. Each of TRV GP, TRV GP LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.