SEC FORM 3

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^*

McDermott Charles Douglas

(Last)

(First)

(Middle)

C/O KALA PHARMACEUTICALS, INC.

100 BEAVER STREET, SUITE 201

(Street)

WALTHAM

02453

(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
X	Officer (give title below)		Other (specify below)
	President and Chief Bus. Off.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽¹⁾	06/14/2023	Common Stock	11,784	$0.68	D
Stock Option (right to buy)	⁽²⁾	06/14/2023	Common Stock	24,000	$0.68	D
Stock Option (right to buy)	⁽³⁾	06/14/2023	Common Stock	35,352	$0.68	D
Stock Option (right to buy)	⁽⁴⁾	10/02/2024	Common Stock	52,049	$2.3	D
Stock Option (right to buy)	⁽⁵⁾	06/03/2018	Common Stock	62,056	$2.3	D
Stock Option (right to buy)	⁽⁶⁾	10/02/2025	Common Stock	24,488	$5.21	D
Stock Option (right to buy)	⁽⁷⁾	06/17/2026	Common Stock	84,538	$3.34	D

Explanation of Responses:

1. This option was granted on June 14, 2013 and vests over four years, with 25% of the shares underlying the option vested on December 20, 2014 and 2.0833% of the shares vesting at the end of each successive one-month period thereafter.

2. This option was granted on June 14, 2013, and vests as to 100% of the shares underlying the option immediately prior to the closing of a change of control with aggregate consideration of greater than $300,000,000, provided that such closing occurs on or prior to June 3, 2018, and the option will expire if a change of control does not occur prior to June 3, 2018.

3. This option is fully vested.

4. This option was granted on October 2, 2014 and vests over four years, with 25% of the shares underlying the option vested on February 4, 2015, and an additional 2.0833% of the shares underlying the option vesting at the end of each successive one-month period thereafter.

5. This option is fully vested.

6. This option was granted on October 2, 2015 and vests over four years, with 25% of the shares underlying the option vested on October 2, 2016, and an additional 2.0833% of the shares underlying the option vesting at the end of each successive one-month period thereafter.

7. This option was granted on June 17, 2016 and vests over four years, with 25% of the shares underlying the option vested on June 17, 2017, and an additional 2.0833% of the shares underlying the option vesting at the end of each successive one-month period thereafter.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Mary Reumuth, Attorney-in-Fact	07/19/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.