Sec Form 4 Filing - Shah Rajeev M. @ Kala Pharmaceuticals, Inc. - 2020-06-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Shah Rajeev M. 2. Issuer Name and Ticker or Trading Symbol Kala Pharmaceuticals, Inc. [ KALA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O RA CAPITAL MANAGEMENT, L.P. 200, BERKELEY STREET, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/25/2020 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 06/25/2020 A 20,000 A $ 0 20,000 ( 2 ) D Common Stock 10,874,613 I See Footnotes ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 X X Signatures /s/ Mary Reumuth, Attorney-in-Fact 06/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Includes 20,000 unvested RSUs. ( 3 )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. ( 4 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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