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