Koven Andrew I Form 4 Kala Pharmaceuticals / ANDREW I KOVEN ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

KOVEN ANDREW I

(Last) (First) (Middle)

C/O KALA PHARMACEUTICALS, INC.

1167 MASSACHUSETTS AVENUE

(Street)

ARLINGTON MA 02476

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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		2,197	A	(1)	3,257(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$1,154(3)	05/31/2023		D			518(3)	(4)	09/28/2027	Common Stock	518(3)	(1)	0	D
Stock Option (right to buy)	$686.5(3)	05/31/2023		D			259(3)	(5)	06/11/2028	Common Stock	259(3)	(1)	0	D
Stock Option (right to buy)	$267.5(3)	05/31/2023		D			420(3)	(6)	06/04/2029	Common Stock	420(3)	(1)	0	D
Stock Option (right to buy)	$18(3)	05/31/2023		D			1,000(3)	(7)	06/15/2032	Common Stock	1,000(3)	(1)	0	D

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 1,197 restricted stock units (the "RSUs") that vest over two years, with 50% of such RSUs vesting on May 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 1,000 RSUs that vest 100% on May 31, 2025, 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 common stock.

2. Includes 3,257 unvested or deferred 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 September 28, 2017 and provided for vesting with respect to 1/3rd of the shares on the first anniversary of the grant date and with respect to an additional 1/36th of the shares on each monthly anniversary thereafter and was subject to vest automatically as to 100% of the unvested portion of such option upon specified change in control events.

5. The cancelled option was granted on June 12, 2018 and provided for vesting in equal monthly installments until the one-year anniversary of the date of grant and was subject to vest automatically as to 100% of the unvested portion of such option upon specified change in control events.

6. The cancelled option was granted on June 5, 2019 and provided for vesting with respect to 1/12th of the shares underlying the option at the end of each successive one-month period thereafter.

7. The cancelled option was granted on June 16, 2022 and provided for vesting as to 100% of the shares underlying the option on the earlier of (i) June 16, 2023 or (ii) the date of the first annual meeting following June 16, 2022.

	/s/ Mary Reumuth, Attorney-in-Fact	06/02/2023
	** Signature of Reporting Person	Date
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