Sec Form 3/A Filing - McDermott Charles Douglas @ Kala Pharmaceuticals, Inc. - 2017-07-19

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
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
McDermott Charles Douglas
2. Issuer Name and Ticker or Trading Symbol
Kala Pharmaceuticals, Inc. [ KALA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and Chief Bus. Off.
(Last) (First) (Middle)
C/O KALA PHARMACEUTICALS, INC., 100 BEAVER STREET, SUITE 201
3. Date of Earliest Transaction (MM/DD/YY)
07/19/2017
(Street)
WALTHAM, MA02453
4. If Amendment, Date Original Filed (MM/DD/YY)
07/19/2017
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
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
Stock Option (right to buy) $ 0.68 ( 1 )( 2 ) 06/14/2023 Common Stock 24,000 D
Stock Option (right to buy) $ 2.3 ( 1 )( 3 ) 06/03/2018 Common Stock 62,056 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McDermott Charles Douglas
C/O KALA PHARMACEUTICALS, INC.
100 BEAVER STREET, SUITE 201
WALTHAM, MA02453
X President and Chief Bus. Off.
Signatures
/s/ Mary Reumuth, Attorney-in-Fact 07/21/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This form amends a Form 3 previously filed for the Reporting Person on July 19, 2017 to correct the description of the vesting schedule of stock options reported herein.
( 2 )This option was granted on June 14, 2013, and vests as to 100% of the shares underlying the option: (A) immediately prior to the closing of a change of control with aggregate consideration of greater than $300,000,000 or (B) following the Issuer's initial public offering with a resulting market capitalization of over $300,000,000 following the date of the expiration of market stand-off agreements executed in connection with the Issuer's initial public offering. This option will expire without vesting if neither condition occurs prior to June 3, 2018.
( 3 )This option was granted on October 2, 2014, and vests as follows: either (A) upon a change of control with aggregate consideration (i) in excess of $400 million, with respect to 100% of the shares underlying the option, (ii) from $300 million to $400 million, with respect to 66.667% of the shares underlying the option or (iii) from $250 million to $300 million, with respect to 33.333% of the shares underlying the option or (B) following the Issuer's initial public offering with a resulting market capitalization following the expiration of market stand-off agreements executed in connection with such offering (i) in excess of $400 million, with respect to 100% of the shares underlying the option, (ii) from $300 million to $400 million, with respect to 66.667% of the shares underlying the option or (iii) from $250 million to $300 million, with respect to 33.333% of the shares underlying the option. This option will expire without vesting if neither condition occurs before June 3, 2018.

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