KALA BIO, Inc. — Director's Dealing 2020

Jun 30, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Kala Pharmaceuticals, Inc. (KALA)
CIK: 0001479419
Period of Report: 2020-06-25

Reporting Person: Shah Rajeev M. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-25	Common Stock	A	20000	—	Acquired	20000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10874613	Indirect

Footnotes

F1: Grant of restricted stock units ("RSUs") under the Issuer's 2017 Equity Incentive plan. Each RSU represents a contingent right to receive one share of the Issuer's comman stock. Subject to the reporting person's continued service with the Issuer, the RSUs will vest as to 100% of the shares underlying the RSUs on the ealier of (i) june 25, 2021 or (ii) the date of the first annual meeting following june 25, 2020.

F2: Includes 20,000 unvested RSUs.

F3: Under the reporting person's arrangement with RA Capital Management, L.P. (the "adviser"), the Reporting Person holds the RSUs for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and a separately managed account (the "Account"). The reportind person is obligated to turn over to the adviser any stock received from the settlement of the RSUs, which will offset advisory fees owned by the Fund and the Account to the Adviser. The reporting person therefore disclaims beneficial ownershipof the RSUs and underlying common stock.

F4: Mr. Shah has no pecuniary interest in the reported securities held by the Account and therefore disclaims beneficial ownership of those securities for purposes of rule 16a-1(a)(2). Mr. Shah disclaims beneficial ownership of the reported securities held by the Fund for purposes of Rule 16a-1(a)(2) except to the extent of his pecuniary interest therein.