Sec Form 4 Filing - KOVEN ANDREW I @ Kala Pharmaceuticals, Inc. - 2023-06-22

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
KOVEN ANDREW I
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O KALA PHARMACEUTICALS, INC., 1167 MASSACHUSETTS AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
06/22/2023
(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 ) 06/22/2023 A 7,515 A $ 0 10,772 ( 2 ) D
Common Stock ( 3 ) 06/22/2023 A 1,400 A $ 0 12,172 ( 4 ) 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) $ 14.56 06/22/2023 A 10,020 ( 5 ) 06/21/2033 Common Stock 10,020 $ 0 10,020 D
Stock Option (right to buy) $ 14.56 06/22/2023 A 3,150 ( 6 ) 06/21/2033 Common Stock 3,150 $ 0 3,150 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KOVEN ANDREW I
C/O KALA PHARMACEUTICALS, INC.
1167 MASSACHUSETTS AVENUE
ARLINGTON, MA02476
X
Signatures
/s/ Mary Reumuth, Attorney-in-Fact 06/23/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant of restricted stock units ("RSUs") under the Issuer's Amended and Restated 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 service, the RSUs will vest as to 1/3 of the shares underlying the RSUs on June 22, 2024, as to 1/3 of the shares underlying the RSUs on June 22, 2025 and as to the final 1/3 of shares underlying the RSUs on June 22, 2026.
( 2 )Includes 10,772 unvested RSUs.
( 3 )Grant of RSUs under the Issuer's Amended and Restated 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 service, the RSUs will vest as to 100% of the shares underlying the grant on the earlier of (i) June 22, 2024 or (ii) the date of the first annual meeting following June 22, 2023.
( 4 )Includes 12,172 unvested RSUs.
( 5 )This option was granted on June 22, 2023 and vests over four years beginning on the vesting commencement date of June 22, 2023, with 25% of the shares underlying the option vesting on June 22, 2024, and an additional 1/48th the shares underlying the option vesting at the end of each successive one-month period thereafter.
( 6 )This option was granted on June 22, 2023 and vests as to 100% of the shares underlying the grant on the earlier of (i) June 22, 2024 or (ii) the date of the first annual meeting following June 22, 2023.

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