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: TEPPER ROBERT I (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series Seed Preferred Stock	$		Common Stock (706060)		Indirect
Series A Preferred Stock	$		Common Stock (480003)		Indirect
Series B Preferred Stock	$		Common Stock (435029)		Indirect
Series B Preferred Stock Warrant (right to buy)	$		Series B Preferred Stock (173611)		Indirect

Footnotes

F1: The Series 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, in each case, without payment or consideration. 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, in each case, without payment or consideration. 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, in each case, without payment or consideration. The shares have no expiration date.

F4: 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 will automatically become exercisable for 33,333 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 on or before April 16, 2021.

F5: These shares are 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.