Sec Form 4 Filing - Brazzell Romulus K @ Kala Pharmaceuticals, Inc. - 2023-05-31

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
Brazzell Romulus K
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)
SEE REMARKS
(Last) (First) (Middle)
C/O KALA PHARMACEUTICALS, INC., 1167 MASSACHUSETTS AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2023
(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 05/31/2023 A 17,916 A 36,452 ( 2 ) 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
Stock Option (right to buy) $ 260.5 ( 3 ) 05/31/2023 D 308 ( 3 ) ( 4 ) 10/02/2025 Common Stock 308 ( 3 ) ( 1 ) 0 D
Stock Option (right to buy) $ 167 ( 3 ) 05/31/2023 D 2,047 ( 3 ) ( 5 ) 06/17/2026 Common Stock 2,047 ( 3 ) ( 1 ) 0 D
Stock Option (right to buy) $ 750 ( 3 ) 05/31/2023 D 942 ( 3 ) ( 6 ) 07/18/2027 Common Stock 942 ( 3 ) ( 1 ) 0 D
Stock Option (right to buy) $ 643 ( 3 ) 05/31/2023 D 1,399 ( 3 ) ( 7 ) 02/06/2028 Common Stock 1,399 ( 3 ) ( 1 ) 0 D
Stock Option (right to buy) $ 259.5 ( 3 ) 05/31/2023 D 2,999 ( 3 ) ( 8 ) 01/01/2029 Common Stock 2,999 ( 3 ) ( 1 ) 0 D
Stock Option (right to buy) $ 192 ( 3 ) 05/31/2023 D 2,399 ( 3 ) ( 9 ) 01/01/2030 Common Stock 2,399 ( 3 ) ( 1 ) 0 D
Stock Option (right to buy) $ 343 ( 3 ) 05/31/2023 D 2,199 ( 3 ) ( 10 ) 01/03/2031 Common Stock 2,199 ( 3 ) ( 1 ) 0 D
Stock Option (right to buy) $ 68.5 ( 3 ) 05/31/2023 D 4,759 ( 3 ) ( 11 ) 01/03/2032 Common Stock 4,759 ( 3 ) ( 1 ) 0 D
Stock Option (right to buy) $ 68.5 ( 3 ) 05/31/2023 D 864 ( 3 ) ( 12 ) 01/03/2032 Common Stock 864 ( 3 ) ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brazzell Romulus K
C/O KALA PHARMACEUTICALS, INC.
1167 MASSACHUSETTS AVENUE
ARLINGTON, MA02476
SEE REMARKS
Signatures
/s/ Eric Trachtenberg, Attorney-in-Fact 06/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 31, 2023, the issuer canceled, pursuant to the issuer's option exchange program, all outstanding unexercised options granted to the reporting person. In exchange, the reporting person received (i) in the case of the canceled options that were fully vested, a grant of 13,130 restricted stock units (the "RSUs") that vest over two years, with 50% of such RSUs vesting onMay 31, 2024 and 50% of such RSUs vesting on May 31, 2025 and (ii) in the case of the canceled options that were unvested, a grant of 4,786 RSUs that vest over three years, with 83% of such RSUs vesting on May 31, 2025 and 17% of such RSUs vesting on May 31, 2026, in each case, subject to the reporting person's continued service with the issuer. Each RSU represents a contingent right to receive one share of the issuer's co mmon stock.
( 2 )Includes 30,900 unvested RSUs.
( 3 )The number of shares and exercise price reflect a 1-for-50 reverse stock split effected by the Issuer on October 20, 2022.
( 4 )The cancelled option was granted on October 2, 2015 and provided for vesting over four years, with 25% of the shares underlying the option vested on October 2, 2016 and an additional 1/48th vested at the end of each successive one-month period thereafter.
( 5 )The cancelled option was granted on June 17, 2016 and provided for vesting over four years, with 25% of the shares underlying the option vested on June 17, 2017 and an additional 1/48th vested at the end of each successive one-month period thereafter.
( 6 )The canceled option was granted on July 19, 2017 and provided for vesting over four years with 1/48th of the shares underlying the option vested on August 31, 2017 and an additional 1/48th of the shares vested at the end of each successive one-month period thereafter.
( 7 )The canceled option was granted on February 7, 2018 and provided for vesting with respect to 1/48th of the shares underlying the option at the end of each successive one-month period thereafter.
( 8 )The canceled option was granted on January 2, 2019 and provided for vesting with respect to 1/48th of the shares underlying the option at the end of each successive one-month period thereafter.
( 9 )The canceled option was granted on January 2, 2020 and provided for vesting with respect to 1/48th of the shares underlying the option at the end of each successive one-month period thereafter.
( 10 )The canceled option was granted on January 4, 2021 and provided for vesting with respect to 1/48th of the shares underlying the option at the end of each successive one-month period thereafter.
( 11 )The canceled option was granted on January 3, 2022 and provided for vesting with respect to 1/48th of the shares underlying the option at the end of each successive one-month period thereafter.
( 12 )The canceled option was granted on January 3, 2022 and provided for the purchase of up to 2,160 shares of common stock of the issuer based on the level of achievement of specified performance metrics relating to financial, operational and scientific matters, of which, prior to the option exchange program, options to purchase 576 shares had vested, options to purchase 1,152 shares had been forfeited and options to purchase up to 432 shares were unvested assuming maximum level of achievement (options to purchase 288 shares were unvested assuming target level of achievement). The vested portion of the option and the unvested portion of the option assuming target level of achievement were eligible for the issuer's option exchange program.

Remarks:
Head of Research and Development and Chief Medical Officer

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