0001179110-17-010499.txt : 20170719 0001179110-17-010499.hdr.sgml : 20170719 20170719173501 ACCESSION NUMBER: 0001179110-17-010499 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20170719 FILED AS OF DATE: 20170719 DATE AS OF CHANGE: 20170719 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Management Co. V, L.L.C. CENTRAL INDEX KEY: 0001439589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38150 FILM NUMBER: 17972968 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners V, L.P. CENTRAL INDEX KEY: 0001439590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38150 FILM NUMBER: 17972964 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Founders' Fund V, L.P. CENTRAL INDEX KEY: 0001439588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38150 FILM NUMBER: 17972966 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Entrepreneurs' Fund V, L.P. CENTRAL INDEX KEY: 0001439587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38150 FILM NUMBER: 17972967 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Special Founders' Fund V, L.P. CENTRAL INDEX KEY: 0001439586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38150 FILM NUMBER: 17972965 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 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 3 1 edgar.xml FORM 3 - X0206 3 2017-07-19 0 0001479419 Kala Pharmaceuticals, Inc. KALA 0001439589 Polaris Venture Management Co. V, L.L.C. ONE MARINA PARK DRIVE BOSTON MA 02210 0 0 1 0 0001439587 Polaris Venture Partners Entrepreneurs' Fund V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM 02451 0 0 1 0 0001439588 Polaris Venture Partners Founders' Fund V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM 02451 0 0 1 0 0001439586 Polaris Venture Partners Special Founders' Fund V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM 02451 0 0 1 0 0001439590 Polaris Venture Partners V, L.P. 1000 WINTER STREET, SUITE 3350 WALTHAM MA 02451 0 0 1 0 Series Seed Preferred Stock Common Stock 706058 I See footnote. Series A Preferred Stock Common Stock 480003 I See footnote. Series B Preferred Stock Common Stock 435029 I See footnote. Series C Preferred Stock Common Stock 236492 I See footnote. Series B Preferred Stock Warrant (right to buy) Series B Preferred Stock 173611 I See footnote. The Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") will convert into Common Stock on a 5.2083-for-one (the "Conversion Ratio") basis automatically upon the closing of the Issuer's initial public offering. The number of underlying shares of Common Stock reported in Column 3 reflects the Conversion Ratio. The shares have no expiration date. The Series B Preferred Stock Warrants are exercisable for shares of Series B Preferred Stock at an exercise price of $1.44 per share (the "Warrant to Purchase Series B Preferred Stock"). Upon the closing of the Issuer's initial public offering, the Warrant to Purchase Series B Preferred Stock automatically becomes exercisable for 33,331 shares of Common Stock at an exercise price of $7.50 per share. The Warrant to Purchase Series B Preferred Stock is exercisable at any time at the holder's election. Includes (a) 3,548,425 shares of Seed Convertible Preferred Stock held of record by Polaris Venture Partners V, L.P., (b) 69,159 shares of shares of Seed Convertible Preferred Stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P., (c) 24,306 shares of Seed Convertible Preferred Stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and (d) 35,482 shares of Seed Convertible Preferred Stock held of record by Polaris Venture Partners Special Founders' Fund V, L.P. Includes (a) 2,412,339 shares of Series A Convertible Preferred Stock held of record by Polaris Venture Partners V, L.P., (b) 47,016 shares of Series A Convertible Preferred Stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P., (c) 16,524 shares of Series A Convertible Preferred Stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and (d) 24,121 shares of Series A Convertible Preferred Stock held of record by Polaris Venture Partners Special Founders' Fund V, L.P. Includes (a) 2,186,314 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners V, L.P., (b) 42,611 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P., (c) 14,976 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and (d) 21,863 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners Special Founders' Fund V, L.P. Includes (a) 1,188,532 shares of Series C Convertible Preferred Stock held of record by Polaris Venture Partners V, L.P., (b) 23,165 shares of Series C Convertible Preferred Stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P., (c) 8,141 shares of Series C Convertible Preferred Stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and (d) 11,885 shares of Series C Convertible Preferred Stock held of record by Polaris Venture Partners Special Founders' Fund V, L.P. Includes Series B Preferred Stock Warrants to purchase (a) 167,523 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners V, L.P., (b) 3,265 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P., (c) 1,148 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and (d) 1,675 shares of Series B Convertible Preferred Stock held of record by Polaris Venture Partners Special Founders' Fund V, L.P. Each of Polaris Venture Partners V, L.P., Polaris Venture Partners Entrepreneurs' Fund V, L.P., Polaris Venture Partners Founders' Fund V, L.P. and Polaris Venture Partners Special Founders' Fund V, L.P. (the "Polaris Entities") has the sole voting and investment power with respect to the shares held directly by it. The general partner of each of the Polaris Entities is Polaris Venture Management Co. V, LLC ("Polaris Management V"). Polaris Management V may be deemed to have sole voting and investment power with respect to the shares held by the Polaris Entities and Polaris Management V disclaims beneficial ownership of all the shares held by the Polaris Entities except to the extent of its proportionate pecuniary interest therein. Each of Jonathan Flint and Terrance McGuire (collectively, the "Managing Members") are the managing members of Polaris Management V, and, as managing members of Polaris Management V, they may be deemed to share voting and dispositive power over the shares held by the Polaris Entities. Each of the Managing Members disclaims beneficial ownership of such shares owned by the Polaris Entities, except to the extent of their respective and proportionate pecuniary interests therein. Exhibit List: Exhibit 24-1 - Power of Attorney; Exhibit 24-2 - Power of Attorney; Exhibit 24-3 - Power of Attorney; Exhibit 24-4 - Power of Attorney; Exhibit 24-5 - Power of Attorney /s/ Max Eisenberg, attorney-in-fact for Polaris Ventures Management Co. V., L.L.C. 2017-07-19 /s/ Max Eisenberg, attorney-in-fact for Polaris Ventures Management Co. V, L.L.C., general partner of Polaris Venture Partners V. L.P. 2017-07-19 /s/ Max Eisenberg, attorney-in-fact for Polaris Ventures Management Co. V., L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P. 2017-07-19 /s/ Max Eisenberg, attorney-in-fact for Polaris Ventures Management Co. V., L.L.C., general partner of Polaris Venture Partners Founders' Fund V, L.P. 2017-07-19 /s/ Max Eisenberg, attorney-in-fact for Polaris Ventures Management Co. V., L.L.C., general partner of Polaris Venture Partners Special Founders' Fund V, L.P. 2017-07-19 EX-24.1 2 ex24pvmv.htm POWER OF ATTORNEY

POWER OF ATTORNEY

The undersigned (the “Reporting Person”) hereby constitutes and appoints Max Benjamin Eisenberg, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to:

(1) prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Reporting Person to make electronic filings with the SEC of Reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) prepare and file on behalf of such Reporting Person any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, the securities of, any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (“Portfolio Companies”);

(3) do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Reports, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney in fact on behalf of the Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.

The Reporting Person hereby grants to such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Reporting Person might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Reporting Person acknowledges that the foregoing attorney in fact, in serving in such capacity at the request of the Reporting Person, is not assuming any of the Reporting Person’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney with respect to the Reporting Person shall remain in full force and effect until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of Portfolio Companies, unless earlier revoked in a signed writing delivered to the foregoing attorney in fact.