0000919574-17-005551.txt : 20170721
0000919574-17-005551.hdr.sgml : 20170721
20170721175422
ACCESSION NUMBER: 0000919574-17-005551
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170720
FILED AS OF DATE: 20170721
DATE AS OF CHANGE: 20170721
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kovner Bruce
CENTRAL INDEX KEY: 0001325713
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38150
FILM NUMBER: 17977301
MAIL ADDRESS:
STREET 1: C/O CAXTON ASSOCIATES
STREET 2: 500 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CDK ASSOCIATES, L.L.C.
CENTRAL INDEX KEY: 0001576081
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38150
FILM NUMBER: 17977303
BUSINESS ADDRESS:
STREET 1: C/O CAXTON CORPORATION
STREET 2: 731 ALEXANDER ROAD, BUILDING #2
CITY: PRINCETON
STATE: NJ
ZIP: 08540
BUSINESS PHONE: 609-419-1800
MAIL ADDRESS:
STREET 1: C/O CAXTON CORPORATION
STREET 2: 731 ALEXANDER ROAD, BUILDING #2
CITY: PRINCETON
STATE: NJ
ZIP: 08540
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CAXTON CORP
CENTRAL INDEX KEY: 0001388551
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38150
FILM NUMBER: 17977302
BUSINESS ADDRESS:
STREET 1: 731 ALEXANDER ROAD
STREET 2: BUILDING 2
CITY: PRINCETON
STATE: NJ
ZIP: 08540
BUSINESS PHONE: 609-419-1800
MAIL ADDRESS:
STREET 1: 731 ALEXANDER ROAD
STREET 2: BUILDING 2
CITY: PRINCETON
STATE: NJ
ZIP: 08540
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/A
1
p7573916.xml
CDK ASSOCIATES/KALA
X0306
4/A
2017-07-20
2017-07-20
1
0001479419
Kala Pharmaceuticals, Inc.
KALA
0001576081
CDK ASSOCIATES, L.L.C.
C/O CAXTON CORPORATION
731 ALEXANDER ROAD, BUILDING #2
PRINCETON
NJ
08540
0
0
1
0
0001388551
CAXTON CORP
731 ALEXANDER ROAD
BUILDING #2
PRINCETON
NJ
08540
0
0
1
0
0001325713
Kovner Bruce
C/O CAXTON CORPORATION
731 ALEXANDER ROAD, BUILDING #2
PRINCETON
NJ
08540
0
0
1
0
Common Stock
2017-07-20
4
C
0
548755
A
548755
D
Common Stock
2017-07-20
4
P
0
215000
15
A
763755
D
Series C Convertible Preferred Stock
2017-07-20
4
C
0
2858086
0
D
Common Stock
548755
0
D
The Reporting Persons are amending the Form 4 originally filed to report the conversion of Series C Preferred Stock.
The Series C Preferred Stock was converted to Common Stock on a 5.2083 for one basis.
These shares represent (a) 544,220 shares of Common Stock that are owned directly by CDK Associates, LLC, which is a Reporting Person, and may be deemed to be indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation; and (b) 4,535 shares of Common Stock that are held in an account of an employee of Caxton Corporation or an affiliate and may be deemed to be indirectly beneficially owned by (i) Caxton Corporation and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The shares beneficially owned following the acquisition by CDK Associates, LLC of 215,000 shares of Common Stock represent (a) 759,220 shares of Common Stock that are owned directly by CDK Associates, LLC, which is a Reporting Person, and may be deemed to be indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation; and (b) 4,535 shares of Common Stock that are held in an account of an employee of Caxton Corporation or an affiliate and may be deemed to be indirectly beneficially owned by (i) Caxton Corporation and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation.
(Continued from Footnote 4) Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The Series C Preferred Stock was convertible to 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.
These shares represent (a) 2,834,466 shares of Series C Convertible Preferred Stock that were owned directly by CDK Associates, LLC, which is a Reporting Person, and may be deemed to be indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation; and (b) 23,620 shares of Series C Convertible Preferred Stock that were held in an account of an employee of Caxton Corporation or an affiliate and may be deemed to be indirectly beneficially owned by (i) Caxton Corporation and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation.
(Continued from Footnote 7) Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
CDK Associates, L.L.C., By: Caxton Corporation, its Manager By: /s/ Heath Weisberg, General Counsel
2017-07-21
Caxton Corporation, By: /s/ Heath Weisberg, General Counsel
2017-07-21
By: /s/ Heath Weisberg, Attorney-in-Fact
2017-07-21