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: Polaris Venture Management Co. V, L.L.C. (10% Owner)
Reporting Person: Polaris Venture Partners Entrepreneurs' Fund V, L.P. (10% Owner)
Reporting Person: Polaris Venture Partners Founders' Fund V, L.P. (10% Owner)
Reporting Person: Polaris Venture Partners Special Founders' Fund V, L.P. (10% Owner)
Reporting Person: Polaris Venture Partners V, L.P. (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series Seed Preferred Stock	$		Common Stock (706058)		Indirect
Series A Preferred Stock	$		Common Stock (480003)		Indirect
Series B Preferred Stock	$		Common Stock (435029)		Indirect
Series C Preferred Stock	$		Common Stock (236492)		Indirect
Series B Preferred Stock Warrant (right to buy)	$		Series B Preferred Stock (173611)		Indirect

Footnotes

F1: The Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") will convert into Common Stock on a 5.2083-for-one (the "Conversion Ratio") basis automatically upon the closing of the Issuer's initial public offering. The number of underlying shares of Common Stock reported in Column 3 reflects the Conversion Ratio. The shares have no expiration date.

F2: The Series B Preferred Stock Warrants are exercisable for shares of Series B Preferred Stock at an exercise price of $1.44 per share (the "Warrant to Purchase Series B Preferred Stock"). Upon the closing of the Issuer's initial public offering, the Warrant to Purchase Series B Preferred Stock automatically becomes exercisable for 33,331 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.

F3: Includes (a) 3,548,425 shares of Seed Convertible Preferred Stock held of record by Polaris Venture Partners V, L.P., (b) 69,159 shares of shares of Seed Convertible Preferred Stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P., (c) 24,306 shares of Seed Convertible Preferred Stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and (d) 35,482 shares of Seed Convertible Preferred Stock held of record by Polaris Venture Partners Special Founders' Fund V, L.P.

F4: Includes (a) 2,412,339 shares of Series A Convertible Preferred Stock held of record by Polaris Venture Partners V, L.P., (b) 47,016 shares of Series A Convertible Preferred Stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P., (c) 16,524 shares of Series A Convertible Preferred Stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and (d) 24,121 shares of Series A Convertible Preferred Stock held of record by Polaris Venture Partners Special Founders' Fund V, L.P.

F5: Includes (a) 2,186,314 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners V, L.P., (b) 42,611 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P., (c) 14,976 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and (d) 21,863 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners Special Founders' Fund V, L.P.

F6: Includes (a) 1,188,532 shares of Series C Convertible Preferred Stock held of record by Polaris Venture Partners V, L.P., (b) 23,165 shares of Series C Convertible Preferred Stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P., (c) 8,141 shares of Series C Convertible Preferred Stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and (d) 11,885 shares of Series C Convertible Preferred Stock held of record by Polaris Venture Partners Special Founders' Fund V, L.P.

F7: Includes Series B Preferred Stock Warrants to purchase (a) 167,523 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners V, L.P., (b) 3,265 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P., (c) 1,148 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and (d) 1,675 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners Special Founders' Fund V, L.P.

F8: Each of Polaris Venture Partners V, L.P., Polaris Venture Partners Entrepreneurs' Fund V, L.P., Polaris Venture Partners Founders' Fund V, L.P. and Polaris Venture Partners Special Founders' Fund V, L.P. (the "Polaris Entities") has the sole voting and investment power with respect to the shares held directly by it. The general partner of each of the Polaris Entities is Polaris Venture Management Co. V, LLC ("Polaris Management V"). Polaris Management V may be deemed to have sole voting and investment power with respect to the shares held by the Polaris Entities and Polaris Management V disclaims beneficial ownership of all the shares held by the Polaris Entities except to the extent of its proportionate pecuniary interest therein.

F9: Each of Jonathan Flint and Terrance McGuire (collectively, the "Managing Members") are the managing members of Polaris Management V, and, as managing members of Polaris Management V, they may be deemed to share voting and dispositive power over the shares held by the Polaris Entities. Each of the Managing Members disclaims beneficial ownership of such shares owned by the Polaris Entities, except to the extent of their respective and proportionate pecuniary interests therein.