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