Sec Form 4 Filing - Kharabi Darius @ Kala Pharmaceuticals, Inc. - 2023-01-04

Insider filing report for Changes in Beneficial Ownership
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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
Kharabi Darius
2. Issuer Name and Ticker or Trading Symbol
Kala Pharmaceuticals, Inc. [ KALA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF BUSINESS OFFICER
(Last) (First) (Middle)
C/O KALA PHARMACEUTICALS, INC., 1167 MASSACHUSETTS AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2023
(Street)
ARLINGTON, MA02476
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 ) 01/04/2023 A 9,525 A $ 0 15,439( 2 )( 3 ) D
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
Kharabi Darius
C/O KALA PHARMACEUTICALS, INC.
1167 MASSACHUSETTS AVENUE
ARLINGTON, MA02476
CHIEF BUSINESS OFFICER
Signatures
/s/ Eric Trachtenberg, Attorney-in-Fact 01/06/2023
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 common stock. Subject to the Reporting Person's continued employment with Issuer, the RSUs will vest as to 1/3 of the shares underlying the RSUs on January 4, 2024, as to 1/3 of the shares underlying the RSUs on January 4, 2025 and as to the final 1/3 of shares underlying the RSUs on January 4, 2026.
( 2 )Includes 9,525 unvested RSUs and 1,294 shares of the Issuer's common stock issuable to the Reporting Person in connection with the Issuer's acquisition of Combangio, Inc. and which are being held back by the Issuer until February 15, 2023 as partial security for the satisfaction of indemnification obligations and other payment obligations of the former Combangio equityholders.
( 3 )The number of shares of common stock reported on this Form 4 reflects a 1-for-50 reverse stock split effected by the Issuer on October 20, 2022.

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