0000950170-24-079032.txt : 20240628 0000950170-24-079032.hdr.sgml : 20240628 20240628160304 ACCESSION NUMBER: 0000950170-24-079032 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240628 FILED AS OF DATE: 20240628 DATE AS OF CHANGE: 20240628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38150 FILM NUMBER: 241085537 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER FELIX CENTRAL INDEX KEY: 0001087940 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38150 FILM NUMBER: 241085538 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC CENTRAL INDEX KEY: 0001580575 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38150 FILM NUMBER: 241085539 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: (212)339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP CENTRAL INDEX KEY: 0001263508 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38150 FILM NUMBER: 241085540 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2123395600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC DATE OF NAME CHANGE: 20030911 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KALA BIO, Inc. CENTRAL INDEX KEY: 0001479419 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 270604595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1167 MASSACHUSETTS AVENUE CITY: ARLINGTON STATE: MA ZIP: 02476 BUSINESS PHONE: 781-996-5252 MAIL ADDRESS: STREET 1: 1167 MASSACHUSETTS AVENUE CITY: ARLINGTON STATE: MA ZIP: 02476 FORMER COMPANY: FORMER CONFORMED NAME: Kala Pharmaceuticals, Inc. DATE OF NAME CHANGE: 20091223 3 1 ownership.xml 3 X0206 3 2024-06-28 0 0001479419 KALA BIO, Inc. KALA 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 false false true false 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 false false true false 0001087940 BAKER FELIX 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 false false true false 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 false false true false Common Stock 87876 I See Footnotes Common Stock 803459 I See Footnotes Series E Preferred Common Stock 505300 I See Footnotes Series E Preferred Common Stock 4619300 I See Footnotes Series F Preferred Common Stock 28900 I See Footnotes Series F Preferred Common Stock 263900 I See Footnotes Series G Preferred Common Stock 107500 I See Footnotes Series G Preferred Common Stock 982600 I See Footnotes Series H Preferred Common Stock 22600 I See Footnotes Series H Preferred Common Stock 207300 I See Footnotes As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the common stock ("Common Stock") of KALA BIO, Inc. (the "Issuer") reported in column 2 of Table I and in the securities reported in Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 2 of Table I and in the securities reported in Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. These securities consist of Series E non-voting convertible non-redeemable preferred stock of the Issuer ("Series E Preferred") convertible at any time at the option of the holder on a 1-for-100 basis without consideration into Common Stock to the extent that after giving effect or immediately prior to such conversion the holders thereof and their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended (the "Exchange Act"), no more than 9.99% of the outstanding Common Stock of the Issuer (the "Series E Beneficial Ownership Limitation"). The Series E Preferred have no expiration date. By notice to the Issuer, the Funds may increase or decrease the Series E Beneficial Ownership Limitation, Series F Beneficial Ownership Limitation (as defined below), Series G Beneficial Ownership Limitation (as defined below) or the Series H Beneficial Ownership Limitation (as defined below) applicable to that Fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. These securities consist of Series F non-voting convertible non-redeemable preferred stock of the Issuer ("Series F Preferred") convertible at any time at the option of the holder on a 1-for-100 basis without consideration into Common Stock to the extent that after giving effect or immediately prior to such conversion the holders thereof and their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Common Stock of the Issuer (the "Series F Beneficial Ownership Limitation"). The Series F Preferred have no expiration date. These securities consist of Series G non-voting convertible non-redeemable preferred stock of the Issuer ("Series G Preferred") convertible at any time at the option of the holder on a 1-for-100 basis without consideration into Common Stock to the extent that after giving effect or immediately prior to such conversion the holders thereof and their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Common Stock of the Issuer (the "Series G Beneficial Ownership Limitation"). The Series G Preferred have no expiration date. These securities consist of Series H non-voting convertible non-redeemable preferred stock of the Issuer ("Series H Preferred") convertible at any time at the option of the holder on a 1-for-100 basis without consideration into Common Stock to the extent that after giving effect or immediately prior to such conversion the holders thereof and their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Common Stock of the Issuer (the "Series H Beneficial Ownership Limitation"). The Series H Preferred have no expiration date. By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2024-06-28 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2024-06-28 /s/ Felix J. Baker 2024-06-28 /s/ Julian C. Baker 2024-06-28