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