0000947871-17-000581.txt : 20170727
0000947871-17-000581.hdr.sgml : 20170727
20170727191749
ACCESSION NUMBER: 0000947871-17-000581
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170725
FILED AS OF DATE: 20170727
DATE AS OF CHANGE: 20170727
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ISALY SAMUEL D
CENTRAL INDEX KEY: 0001055949
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38150
FILM NUMBER: 17987503
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38150
FILM NUMBER: 17987505
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP VI LLC
CENTRAL INDEX KEY: 0001682115
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38150
FILM NUMBER: 17987504
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Kala Pharmaceuticals, Inc.
CENTRAL INDEX KEY: 0001479419
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 270604595
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 BEAVER STREET
STREET 2: SUITE 201
CITY: WALTHAM
STATE: MA
ZIP: 02453
BUSINESS PHONE: 781-996-5252
MAIL ADDRESS:
STREET 1: 100 BEAVER STREET
STREET 2: SUITE 201
CITY: WALTHAM
STATE: MA
ZIP: 02453
4
1
ss53130_4.xml
OWNERSHIP DOCUMENT
X0306
4
2017-07-25
1
0001479419
Kala Pharmaceuticals, Inc.
KALA
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
1
See Remarks
0001682115
OrbiMed Capital GP VI LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
1
See Remarks
0001055949
ISALY SAMUEL D
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
1
See Remarks
Common Stock
2017-07-25
4
C
0
2055946
A
2055946
I
See Footnotes
Common Stock
2017-07-25
4
P
0
319333
15.00
A
2375279
I
See Footnotes
Series C Preferred Stock
2017-07-25
4
C
0
10707985
0
D
Common Stock
2055946
0
I
See Footnotes
The Series C Preferred Stock was converted into Common Stock on a 5.2083-for-one basis.
The Series C Preferred Stock was convertible into Common Stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
The reportable securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP VI. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, GP VI, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This report on Form 4 is jointly filed by GP VI, Advisors, and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
In connection with the closing of the Issuer's initial public offering, which occurred on the same day as the transactions reported on this filing, the Reporting Persons will no longer be deemed to beneficially own greater than 10% of the outstanding shares of the Issuer.
/s/ Samuel D. Isaly
2017-07-27