Kala Pharmaceuticals (KALA) Form 4 KALA BIO / Todd Bazemore 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^*

Bazemore Todd

(Last) (First) (Middle)

C/O KALA BIO, INC.

1167 MASSACHUSETTS AVENUE

(Street)

ARLINGTON MA 02476

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KALA BIO, 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

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2024

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(1)	01/04/2024		A		6,500	A	$0	$91,191(2)	D
Common Stock	01/04/2024		S		1,405(3)	D	$6.74(4)	$89,786(5)	D
Common Stock								1	I	By son

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)	$7	01/04/2024		A		29,300		(6)	01/03/2034	Common Stock	29,300	$0	29,300	D

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 employment with the Issuer, the RSUs will vest as to 1/3 of the shares underlying the RSUs on January 4, 2025, as to 1/3 of the shares underlying the RSUs on January 4, 2026 and as to the final 1/3 of shares underlying the RSUs on January 4, 2027.

2. Includes 89,340 unvested RSUs.

3. This sale was made pursuant to a 10b5-1 trading plan to cover tax withholding obligations in connection with the vesting and settlement of the Reporting Person's RSUs granted on January 4, 2023 and January 4, 2021.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.73 to $6.98, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

5. Includes 84,890 unvested RSUs.

6. This option was granted on January 4, 2024 and vests over four years beginning on the vesting commencement date of January 4, 2024, with 1/48th the shares underlying the option vesting at the end of each successive one-month period thereafter until January 4, 2028, subject to the Reporting Person's continued employment with the Issuer.

Remarks:

President and Chief Operating Officer

	/s/ Eric Trachtenberg, Attorney-in-Fact	01/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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