0001415889-21-005278.txt : 20211117 0001415889-21-005278.hdr.sgml : 20211117 20211117200122 ACCESSION NUMBER: 0001415889-21-005278 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211115 FILED AS OF DATE: 20211117 DATE AS OF CHANGE: 20211117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blumenkranz Mark S. CENTRAL INDEX KEY: 0001614869 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38150 FILM NUMBER: 211422239 MAIL ADDRESS: STREET 1: C/O 1LIFE HEALTHCARE, INC. STREET 2: ONE EMBARCADERO CENTER, SUITE 1900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 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: 490 ARSENAL WAY STREET 2: SUITE 120 CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 781-996-5252 MAIL ADDRESS: STREET 1: 490 ARSENAL WAY STREET 2: SUITE 120 CITY: WATERTOWN STATE: MA ZIP: 02472 4 1 form4-11172021_051141.xml X0306 4 2021-11-15 0001479419 Kala Pharmaceuticals, Inc. KALA 0001614869 Blumenkranz Mark S. C/O KALA PHARMACEUTICALS, INC. 490 ARSENAL WAY, SUITE 120 WATERTOWN MA 02472 true false false false Common Stock 2021-11-15 4 A 0 157765 A 157765 D Common Stock 2021-11-15 4 A 0 5144390 A 5144390 I See footnote Common Stock 2021-11-15 4 A 0 38965 A 38965 I See footnote Stock Option (right to buy) 2.10 2021-11-15 4 A 0 42000 0 A 2031-11-14 Common Stock 42000 42000 D On November 15, 2021, the Issuer acquired Combangio, Inc. (the "Acquisition"). On November 15, 2021, in connection with the Acquisition, the reporting person acquired the right to receive an aggregate of 157,765 shares of the Issuer's common stock (the "Shares") in exchange for 2,618,875 shares of Combangio's common stock. On November 12, 2021, the last trading day prior to the closing of the Acquisition, the closing price of the Issuer's common stock on the Nasdaq Global Select Market was $2.07 per share. Of the 157,765 Shares, (i) 139,109 Shares are to be issued by the Issuer to the reporting person on January 3, 2022 and (ii) 18,656 Shares are being held back by the Issuer and will be issuable fifteen months after the closing of the Acquisition and will serve as partial security for the satisfaction of indemnification obligations and other payment obligations of the former Combangio equityholders. In connection with the Acquisition, Lagunita Biosciences, LLC ("Lagunita") acquired the right to receive an aggregate of 5,144,390 shares of the Issuer's common stock (the "Lagunita Shares") in exchange for 85,395,439 shares of Combangio's common stock. On November 12, 2021, the last trading day prior to the closing of the Acquisition, the closing price of the Issuer's common stock on the Nasdaq Global Select Market was $2.07 per share. Of the 5,144,390 Lagunita Shares, (i) 4,536,045 Lagunita Shares are to be issued by the Issuer to Lagunita on January 3, 2022 and (ii) 608,345 Lagunita Shares are being held back by the Issuer and will be issuable fifteen months after the closing of the Acquisition and will serve as partial security for the satisfaction of indemnification obligations and other payment obligations of the former Combangio equityholders. These securities will be held directly by Lagunita. The reporting person is a managing partner of Lagunita and may be deemed to have beneficial ownership over the Lagunita Shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. In connection with the Acquisition, Garland Investments, L.P. ("Garland") acquired the right to receive an aggregate of 38,965 shares of the Issuer's common stock (the "Garland Shares") in exchange for 646,830 shares of Combangio's common stock. On November 12, 2021, the last trading day prior to the closing of the Acquisition, the closing price of the Issuer's common stock on the Nasdaq Global Select Market was $2.07 per share. Of the 38,965 Garland Shares, (i) 34,358 Garland Shares are to be issued by the Issuer to Garland on January 3, 2022 and (ii) 4,607 Garland Shares are being held back by the Issuer and will be issuable fifteen months after the closing of the Acquisition and will serve as partial security for the satisfaction of indemnification obligations and other payment obligations of the former Combangio equityholders. These securities will be held directly by Garland. The reporting person is a managing partner of Garland and may be deemed to have beneficial ownership over the Garland Shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. This option was granted on November 15, 2021 and vests with respect to 1/3rd of the shares underlying the option on November 15, 2022 and as to an additional 1/36th of the shares underlying the option at the end of each successive one-month period thereafter until November 15, 2024. /s/ Eric Trachtenberg, Attorney-in-Fact 2021-11-17