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