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Form 4 Kala Pharmaceuticals, For: Jun 17 Filed by: Grunberg Gregory

June 21, 2021 5:30 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0287
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Estimated average burden
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Grunberg Gregory
(Last) (First) (Middle)
C/O KALA PHARMACEUTICALS, INC.
490 ARSENAL WAY, SUITE 120
(Street)
WATERTOWN MA 02472
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Kala Pharmaceuticals, Inc. [ KALA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 06/17/2021   A   20,000 A $ 0 40,000 (2) D  
Common Stock               2,534,854 I By Longitude Venture Partners IV, L.P. (3)
Common Stock               2,877,006 I By Longitude Venture Partners II, L.P. (4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Grant of restricted stock units ("RSUs") under the Issuer's 2017 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock. Subject to the reporting person's continued service with the Issuer, the RSUs will vest as to 100% of the shares underlying the RSUs on the earlier of (i) June 17, 2022 or (ii) the date of the first annual meeting following June 17, 2021.
2. Includes 20,000 unvested RSUs.
3. Longitude Capital Partners IV, LLC ("LCP IV") is the general partner of Longitude Venture Partners IV, L.P. ("LVP IV") and may be deemed to have voting and investment power with respect to such securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCP IV and may be deemed to share voting and investment power over the securities held by LVP IV. The Reporting Person is a member of LCP IV and may be deemed to share voting and investment power over the securities of the issuer held by LVP IV. Mr. Enright, Ms. Tammenoms Bakker and the Reporting Person (a member of the Issuer's board of directors) disclaim beneficial ownership over such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
4. Longitude Capital Partners II, LLC ("LCP II") is the general partner of Longitude Venture Partners II, L.P. ("LVP II") and may be deemed to have voting and investment power with respect to such securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCP II and may be deemed to share voting and investment power over the securities held by LVP II. The Reporting Person is a member of LCP II and may be deemed to share voting and investment power over the securities of the issuer held by LVP II. Mr. Enright, Ms. Tammenoms Bakker and the Reporting Person (a member of the Issuer's board of directors) disclaim beneficial ownership over such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
/s/ Mary Reumuth, Attorney-in-Fact 06/18/2021
** 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 4 (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.

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