SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Polaris Venture Management Co. V, L.L.C. (Last) (First) (Middle) ONE MARINA PARK DRIVE (Street) BOSTON MA 02210 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/19/2017	3. Issuer Name and Ticker or Trading Symbol Kala Pharmaceuticals, Inc. [ KALA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Seed Preferred Stock	(1)	(1)	Common Stock	706,058(3)	(1)	I	See footnote.(8)(9)
Series A Preferred Stock	(1)	(1)	Common Stock	480,003(4)	(1)	I	See footnote.(8)(9)
Series B Preferred Stock	(1)	(1)	Common Stock	435,029(5)	(1)	I	See footnote.(8)(9)
Series C Preferred Stock	(1)	(1)	Common Stock	236,492(6)	(1)	I	See footnote.(8)(9)
Series B Preferred Stock Warrant (right to buy)	(2)	(2)	Series B Preferred Stock	173,611(2)(7)	(2)	I	See footnote.(8)(9)

1. Name and Address of Reporting Person* Polaris Venture Management Co. V, L.L.C. (Last) (First) (Middle) ONE MARINA PARK DRIVE (Street) BOSTON MA 02210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Polaris Venture Partners Entrepreneurs' Fund V, L.P. (Last) (First) (Middle) 1000 WINTER STREET, SUITE 3350 (Street) WALTHAM 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Polaris Venture Partners Founders' Fund V, L.P. (Last) (First) (Middle) 1000 WINTER STREET, SUITE 3350 (Street) WALTHAM 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Polaris Venture Partners Special Founders' Fund V, L.P. (Last) (First) (Middle) 1000 WINTER STREET, SUITE 3350 (Street) WALTHAM 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Polaris Venture Partners V, L.P. (Last) (First) (Middle) 1000 WINTER STREET, SUITE 3350 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

Remarks:

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.	07/19/2017
	/s/ Max Eisenberg, attorney-in-fact for Polaris Ventures Management Co. V, L.L.C., general partner of Polaris Venture Partners V. L.P.	07/19/2017
	/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.	07/19/2017
	/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.	07/19/2017
	/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.	07/19/2017
	** Signature of Reporting Person	Date
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