SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Rosen Howard B (Last) (First) (Middle) C/O KALA PHARMACEUTICALS, INC. 1167 MASSACHUSETTS AVENUE (Street) ARLINGTON MA 02476 (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) 05/31/2023
	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
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	05/31/2023		A		2,502	A	(1)	3,399(2)	D
Common Stock								165	I	See Footnote(3)

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
Stock Option (right to buy)	$115(4)	05/31/2023		D			764(4)	(5)	10/02/2024	Common Stock	764(4)	(1)	0	D
Stock Option (right to buy)	$750(4)	05/31/2023		D			259(4)	(6)	07/18/2027	Common Stock	259(4)	(1)	0	D
Stock Option (right to buy)	$686.5(4)	05/31/2023		D			259(4)	(7)	06/11/2028	Common Stock	259(4)	(1)	0	D
Stock Option (right to buy)	$267.5(4)	05/31/2023		D			420(4)	(8)	06/04/2029	Common Stock	420(4)	(1)	0	D
Stock Option (right to buy)	$18(4)	05/31/2023		D			800(4)	(9)	06/15/2032	Common Stock	800(4)	(1)	0	D

Explanation of Responses:

1. 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 1,702 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 800 RSUs that vest 100% on May 31, 2025, 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.

2. Includes 3,302 unvested or deferred RSUs.

3. These shares are owned directly by the Rosen/Doherty Revocable Trust Dated 6/11/01 (the "Trust"), and indirectly by Mr. Rosen as co-trustee of the Trust.

4. The number of shares and exercise price reflect a 1-for-50 reverse stock split effected by the Issuer on October 20, 2022.

5. The cancelled option was granted on October 2, 2014 and provided for vesting over four years, with 1/48th of the shares underlying the option vested on February 28, 2014 and an additional 1/48th vesting at the end of each successive one-month period thereafter.

6. The cancelled option was granted on July 19, 2017 and provided for vesting over one year, with 8.33% of the shares underlying the option vesting on August 19, 2017, and an additional 8.33% of the shares underlying the option vesting at the end of each successive one-month period thereafter.

7. The cancelled option was granted on June 12, 2018 and provided for vesting in equal monthly installments until the one-year anniversary of the date of grant and provided for vesting automatically as to 100% of the unvested portion of such option upon specified change in control events.

8. The cancelled option was granted on June 5, 2019 and provided for vesting with respect to 1/12th of the shares underlying the option at the end of each successive one-month period thereafter.

9. The cancelled option was granted on June 16, 2022 and provided for vesting as to 100% of the shares underlying the option on the earlier of (i) June 16, 2023 or (ii) the date of the first annual meeting following June 16, 2022.

	/s/ Mary Reumuth, Attorney-in-Fact	06/02/2023
	** 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).
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