0001415889-23-009138.txt : 20230602
0001415889-23-009138.hdr.sgml : 20230602
20230602200050
ACCESSION NUMBER: 0001415889-23-009138
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230215
FILED AS OF DATE: 20230602
DATE AS OF CHANGE: 20230602
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kharabi Darius
CENTRAL INDEX KEY: 0001893729
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38150
FILM NUMBER: 23990925
MAIL ADDRESS:
STREET 1: C/O KALA PHARMACEUTICALS, INC.
STREET 2: 490 ARSENAL WAY, SUITE 120
CITY: WATERTOWN
STATE: MA
ZIP: 02472
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: 1167 MASSACHUSETTS AVENUE
CITY: ARLINGTON
STATE: MA
ZIP: 02476
BUSINESS PHONE: 781-996-5252
MAIL ADDRESS:
STREET 1: 1167 MASSACHUSETTS AVENUE
CITY: ARLINGTON
STATE: MA
ZIP: 02476
4
1
form4-06022023_080624.xml
X0407
4
2023-02-15
0001479419
Kala Pharmaceuticals, Inc.
KALA
0001893729
Kharabi Darius
C/O KALA PHARMACEUTICALS, INC.
1167 MASSACHUSETTS AVENUE
ARLINGTON
MA
02476
false
true
false
false
CHIEF BUSINESS OFFICER
0
Common Stock
2022-02-15
4
J
0
9
D
15430
D
Common Stock
2023-03-10
4
A
0
6977
A
22407
D
Common Stock
2023-05-31
4
A
0
2648
A
25055
D
Stock Option (right to buy)
105
2023-05-31
4
D
0
2000
D
2031-11-14
Common Stock
2000
0
D
Stock Option (right to buy)
68.50
2023-05-31
4
D
0
648
D
2032-01-03
Common Stock
648
0
D
On November 15, 2021, the Issuer acquired Combangio, Inc. (the "Acquisition"). The disposition represented shares previously reported as acquired in the Acquisition that were forfeited in satisfaction of payment obligations of the former Combangio equityholders pursuant to the merger agreement. This transaction is being reported late due to an inadvertent administrative error.
Includes 9,525 unvested RSUs.
The purchase price in connection with the Acquisition included potential future payments that are contingent upon the achievement of specified development, regulatory and commercialization milestones. On March 10, 2023, the issuer issued 6,977 shares of the Issuer's common stock to the reporting person following achievement of a milestone related to dosing of the first patient in the Issuer's CHASE Phase 2b clinical trial of KPI-012 for PCED in the United States in February 2023. This transaction is being reported late due to an inadvertent administrative error.
On May 31, 2023, the issuer canceled, pursuant to the issuer's option exchange program, all outstanding unexercised options granted to the reporting person. In exchange, the reporting person received (i) in the case of the canceled options that were fully vested, a grant of 1,182 restricted stock units (the "RSUs") that vest over two years, with 50% of such RSUs vesting on
May 31, 2024 and 50% of such RSUs vesting on May 31, 2025 and (ii) in the case of the canceled options that were unvested, a grant of 1,466 RSUs that vest over three years, with 83% of such RSUs vesting on May 31, 2025 and 17% of such RSUs vesting on May 31, 2026, in each case, subject to the reporting person's continued service with the issuer. Each RSU represents a contingent right to receive one share of the issuer's common stock.
Includes 12,173 unvested RSUs.
The number of shares and exercise price reflect a 1-for-50 reverse stock split effected by the Issuer on October 20, 2022.
The cancelled option was granted on November 15, 2021 and provided for vesting over four years beginning on the vesting commencement date of November 15, 2021, with 25% of the shares underlying the option vested on November 15, 2022, and an additional 1/48th of the shares underlying the option vesting at the end of each successive one-month period thereafter.
The canceled option was granted on January 3, 2022 and provided for the purchase of up to 1,620 shares of common stock of the issuer based on the level of achievement of specified performance metrics relating to financial, operational and scientific matters, of which, prior to the option exchange program, options to purchase 432 shares had vested, options to purchase 864 shares had been forfeited and options to purchase up to 324 shares were unvested assuming maximum level of achievement (options to purchase 216 shares were unvested assuming target level of achievement). The vested portion of the option and the unvested portion of the option assuming target level of achievement were eligible for the issuer's option exchange program.
/s/ Eric Trachtenberg, Attorney-in-Fact
2023-06-02