KALA BIO, Inc. — Director's Dealing 2017

Jul 19, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Kala Pharmaceuticals, Inc. (KALA)
CIK: 0001479419
Period of Report: 2017-07-19

Reporting Person: Lux Capital Management, LLC (10% Owner)
Reporting Person: Lux Venture Associates II, LLC (10% Owner)
Reporting Person: Lux Venture Partners II, L.P. (10% Owner)
Reporting Person: Lux Ventures II Sidecar LP (10% Owner)
Reporting Person: Lux Ventures II, L.P. (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series Seed Preferred Stock	$		Common Stock (706060)		Indirect
Series A Preferred Stock	$		Common Stock (320002)		Indirect
Series B Preferred Stock	$		Common Stock (172829)		Indirect
Series C Preferred Stock	$		Common Stock (6046)		Indirect
Series B Preferred Stock Warrant (right to buy)	$		Series B Preferred Stock (84130)		Indirect

Footnotes

F1: The Seed Convertible Preferred Stock is convertible into Common Stock on a 5.2083-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F2: The Series A Convertible Preferred Stock is convertible into Common Stock on a 5.2083-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F3: The Series B Convertible Preferred Stock is convertible into Common Stock on a 5.2083-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F4: The Series C Convertible Preferred Stock is convertible into Common Stock on a 5.2083-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F5: The Series B Preferred Stock Warrants are 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 Series B Preferred Stock Warrants automatically become exercisable for 16,152 shares of Common Stock at an exercise price of $7.50 per share. The Warrant to Purchase Series B Preferred Stock is exercisable at any time at the holder's election.

F6: Includes (a) 3,529,364 shares of Seed Convertible Preferred Stock that are held by Lux Ventures II, L.P. and (b) 148,009 shares of Seed Convertible Preferred Stock that are held by Lux Ventures II Sidecar, L.P.

F7: Includes (a) 1,599,586 shares of Series A Convertible Preferred Stock that are held by Lux Ventures II, L.P. and (b) 67,080 shares of Series A Convertible Preferred Stock that are held by Lux Ventures II Sidecar, L.P.

F8: Includes (a) 863,917 shares of Series B Convertible Preferred Stock that are held by Lux Ventures II, L.P. and (b) 36,229 shares of Series B Convertible Preferred Stock that are held by Lux Ventures II Sidecar, L.P.

F9: Includes (a) 30,226 shares of Series C Convertible Preferred Stock that are held by Lux Ventures II, L.P. and (b) 1,268 shares of Series C Convertible Preferred Stock that are held by Lux Ventures II Sidecar, L.P.

F10: Includes Series B 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 shares of Series B Convertible Preferred Stock that are held by Lux Ventures II Sidecar, L.P.

F11: Lux Venture Partners II, L.P. is the general partner of Lux Ventures II, L.P. and Lux Ventures II Sidecar, L.P. Lux Venture Associates II, LLC is the general partner of Lux Venture Partners II, L.P. and Lux Capital Management, LLC is the sole member of Lux Venture Associates II, L.P. Joshua Wolfe and Peter Hebert are the individual managers of Lux Management (the "Individual Managers"). Lux Venture Partners II, L.P., Lux Venture Associates II, LLC, and Lux Capital Management, LLC disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Lux Capital Management, LLC, a sole member, may be deemed to share voting and investment powers for the shares held by Lux Ventures II, L.P. and Lux Ventures II Sidecar, L.P. As one of the individual managers, each of the Individual Managers disclaims beneficial ownership over the shares reported herein, and, in all events disclaims beneficial ownership except to the extent of his pecuniary interest.