Form SC 13G/A Kala Pharmaceuticals, Filed by: ORBIMED ADVISORS LLC

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Kala Pharmaceuticals Inc.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

483119103

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

  

CUSIP No. 483119103

SCHEDULE 13G

Page 2 of 9 Pages

 

1	NAME OF REPORTING PERSONS   OrbiMed Capital GP VI LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   4,461,781
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   4,461,781
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   750,835
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   7.96%
12	TYPE OF REPORTING PERSON   OO

 

 

CUSIP No. 483119103

SCHEDULE 13G

Page 3 of 9 Pages

 

1	NAME OF REPORTING PERSONS   OrbiMed Advisors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   4,714,195
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   4,714,195
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,714,195
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.41%
12	TYPE OF REPORTING PERSON   IA

 

 

CUSIP No. 483119103

SCHEDULE 13G

Page 4 of 9 Pages

 

1	NAME OF REPORTING PERSONS   OrbiMed Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   750,835
		6	SHARED VOTING POWER   0
		7	SOLE DISPOSITIVE POWER   750,835
		8	SHARED DISPOSITIVE POWER   0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,714,195
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   1.34%
12	TYPE OF REPORTING PERSON   IA

 

 

CUSIP No.  483119103

SCHEDULE 13G

Page 5 of 9 Pages

 

Item 1.

(a) Name of Issuer:

Kala Pharmaceuticals, Inc.

(b) Address of Issuer’s Principal Executive Offices:

100 Beaver Street, Suite 201

Waltham, MA 02453

Item 2.

(a) Name of Person Filing:

OrbiMed Capital GP VI LLC

OrbiMed Advisors LLC

OrbiMed Capital LLC

(b) Address of Principal Business Office:

601 Lexington Avenue, 54th Floor

New York, NY 10022

(c) Citizenship:

Please refer to Item 4 on each cover page for each Reporting Person.

(d) Title of Class of Securities:

Common Stock, Par Value $0.001 Per Share

(e) CUSIP No.:

483119103

 

  

CUSIP No. 483119103

SCHEDULE 13G

Page 6 of 9 Pages

 

Item 3.       OrbiMed Capital GP VI LLC (“GP VI”) is the general partner of OrbiMed Private Investments VI, LP. OrbiMed Advisors LLC (“Advisors”) and OrbiMed Capital LLC (“Capital”) are investment advisors in accordance with ss.240.13d-1(b)(1)(ii)(E) and Advisors is the managing member of GP VI.

 

 

 

 

  

CUSIP No. 483119103

SCHEDULE 13G

Page 7 of 9 Pages

 

 

Item 4. Ownership:

Information with respect to the Reporting Person’s ownership as of December 31, 2020 is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 

The reporting persons are holding 9.75% of the shares in the aggregate on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. Advisors exercises investment and voting power over the shares through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Common Stock reported herein.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

CUSIP No. 483119103

SCHEDULE 13G

Page 8 of 9 Pages

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2021

 

 

	OrbiMed Advisors LLC
	By:	/s/ Jonathan T. Silverstein
		Name:	Jonathan T. Silverstein
		Title:	Member
	By:	/s/ Sven H. Borho
		Name:	Sven H. Borho
		Title:	Member
	By:	/s/ Carl L. Gordon
		Name:	Carl L. Gordon
		Title:	Member
	OrbiMed Capital GP VI LLC
	By: OrbiMed Advisors LLC, its Managing Member
	By:	/s/ Jonathan T. Silverstein
		Name:	Jonathan T. Silverstein
		Title:	Member of OrbiMed Advisors LLC
	By:	/s/ Sven H. Borho
		Name:	Sven H. Borho
		Title:	Member of OrbiMed Advisors LLC
	By:	/s/ Carl L. Gordon
		Name:	Carl L. Gordon
		Title:	Member of OrbiMed Advisors LLC
	OrbiMed Capital LLC
	By:	/s/ Jonathan T. Silverstein
		Name:	Jonathan T. Silverstein
		Title:	Member
	By:	/s/ Sven H. Borho
		Name:	Sven H. Borho
		Title:	Member
	By:	/s/ Carl L. Gordon
		Name:	Carl L. Gordon
		Title:	Member

 

 

 

 

CUSIP No.  483119103

SCHEDULE 13G

Page 9 of 9 Pages

 

 

EXHIBIT A

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on this Schedule 13G dated February 12, 2021 (the “Schedule 13G”), with respect to the Common Stock, par value $0.001 per share, of Kala Pharmaceuticals, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 12, 2021.

 

 

	OrbiMed Advisors LLC
	By:	/s/ Jonathan T. Silverstein
		Name:	Jonathan T. Silverstein
		Title:	Member
	By:	/s/ Sven H. Borho
		Name:	Sven H. Borho
		Title:	Member
	By:	/s/ Carl L. Gordon
		Name:	Carl L. Gordon
		Title:	Member
	OrbiMed Capital GP VI LLC
	By: OrbiMed Advisors LLC, Its Managing Member
	By:	/s/ Jonathan T. Silverstein
		Name:	Jonathan T. Silverstein
		Title:	Member of OrbiMed Advisors LLC
	By:	/s/ Sven H. Borho
		Name:	Sven H. Borho
		Title:	Member of OrbiMed Advisors LLC
	By:	/s/ Carl L. Gordon
		Name:	Carl L. Gordon
		Title:	Member of OrbiMed Advisors LLC
	OrbiMed Capital LLC
	By:	/s/ Jonathan T. Silverstein
		Name:	Jonathan T. Silverstein
		Title:	Member
	By:	/s/ Sven H. Borho
		Name:	Sven H. Borho
		Title:	Member
	By:	/s/ Carl L. Gordon
		Name:	Carl L. Gordon
		Title:	Member

 

 

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