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: RA CAPITAL MANAGEMENT, LLC (Director, 10% Owner)
Reporting Person: RA Capital Healthcare Fund LP (10% Owner)
Reporting Person: Kolchinsky Peter (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (733337)		Indirect
Series C Preferred Stock	$		Common Stock (846566)		Indirect

Footnotes

F1: The Series B Convertible Preferred Stock is convertible into Common Stock on a 5.2083-for-1 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 C Convertible Preferred Stock is convertible into Common Stock on a 5.2083-for-1 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: These securities include 3,143,402 shares of Series B Convertible Preferred stock held by RA Capital Healthcare Fund, L.P. (the "Fund") and 676,042 shares of Series B Convertible Preferred stock held in an account owned by a separately managed account (the "Account").

F4: These securities include 3,627,688 shares of Series C Convertible Preferred stock held by the Fund and 781,482 shares of Series C Convertible Preferred stock held in the Account.

F5: RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser for the Account. Peter Kolchinsky is the sole manager of the Adviser. The Adviser and Dr. Kolchinsky may be deemed indirect beneficial owners of the securities and they disclaim beneficial ownership of the reported securities: (A) in reliance on Rule 16a-1(a)(1)(v) and (vii); and (B) held by the Fund, for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.

F6: The Adviser and Dr. Kolchinsky have no pecuniary interest in the reported securities held in the Account and disclaim: (A) beneficial ownership thereof for purposes of Rule 16a-1(a)(2); and (B) any obligation to file reports under Section 16 other than as a director by deputization, and a director, respectively. The filing of this Form 3 shall not be construed as an admission that either the Adviser or Dr. Kolchinsky is or was for the purposes of Section 16(a), or otherwise, the beneficial owner of any of the securities reported herein.