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* CDK ASSOCIATES, L.L.C. (Last) (First) (Middle) C/O CAXTON CORPORATION 731 ALEXANDER ROAD, BLDG. 2 (Street) PRINCETON NJ 08540 (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 Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	$548,755	(1)	D(2)(3)

1. Name and Address of Reporting Person* CDK ASSOCIATES, L.L.C. (Last) (First) (Middle) C/O CAXTON CORPORATION 731 ALEXANDER ROAD, BLDG. 2 (Street) PRINCETON NJ 08540 (City) (State) (Zip)

1. Name and Address of Reporting Person* CAXTON CORP (Last) (First) (Middle) 731 ALEXANDER ROAD, BUILDING #2 (Street) PRINCETON NJ 08540 (City) (State) (Zip)

1. Name and Address of Reporting Person* Kovner Bruce (Last) (First) (Middle) C/O CAXTON CORPORATION 731 ALEXANDER ROAD, BUILDING #2 (Street) PRINCETON NJ 08540 (City) (State) (Zip)

Explanation of Responses:

1. The Series C Preferred Stock is convertible to common stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering on a 5.2083 for one basis into the number of shares of Common Stock shown in Column 3, subject to adjustment for certain dilutive events. The shares have no expiration date.

2. These shares represent (a) 2,834,466 shares of Series C Convertible Preferred Stock that are owned directly by CDK Associates, LLC, which is a reporting person, and may be deemed to be indirectly beneficially owned by (i) Caxton Corporation, the manager of CDK Associates, LLC, and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation; and (b) 23,620 shares of Series C Convertible Preferred Stock that are held in an account of an employee of Caxton Corporation or an affiliate and may be deemed to be indirectly beneficially owned by (i) Caxton Corporation and (ii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation.

3. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	CDK Associates, L.L.C., By Caxton Corporation, its Manager, By: /s/ Heath Weisberg, General Counsel	07/19/2017
	Caxton Corporation, By: /s/ Heath Weisberg, General Counsel	07/19/2017
	Bruce Kovner, By: /s/ Heath Weisberg, 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).
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                               POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints Heath Weisberg, signing singly, with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

      (1) execute for and on behalf of the undersigned any applications,
reports, or documents required or deemed appropriate by the attorney-in-fact to
file pursuant to (i) the United States Securities Exchange Act of 1934, as
amended, or any rule, or regulation thereunder, including, without limitation,
Schedules 13D, 13G, 13F, and 13H, and Forms 3, 4, and 5, (ii) the Securities Act
of 1933, as amended, or any rule or regulation thereunder, including, without
limitation, Form 144, (iii) the U.S. Commodity Exchange Act, as amended or any
rule or regulation thereunder, or (iv) the statutes, rules or regulations of any
other domestic or foreign governmental or self-regulatory authority;

      (2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
applications, reports, or documents;

      (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interests of, or legally required by the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with the applicable statutes, rules and regulations.

      This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact or otherwise terminated by my death or other event described in
section 5-1511 of the New York General Obligations Law.

                         SIGNATURE AND ACKNOWLEDGMENT:

      In Witness Whereof I have hereunto signed my name on the 9th day of May,
2013.

           /s/ Bruce Kovner
           ----------------------
           Bruce Kovner






STATE OF NEW YORK    )
                     )  ss:
COUNTY OF NEW YORK   )

      On the 9th day of May 2013, before me, the undersigned, personally
appeared Bruce Kovner, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.

           /s/ Cynthia Rosel Rivera
           ------------------------
           Notary Public

              AGENT'S SIGNATURE AND ACKNOWLEDGMENT OF APPOINTMENT:

      I, Heath N. Weisberg, have read the foregoing Power of Attorney. I am the
person identified therein as agent and attorney-in-fact for the principal named
therein.

      I acknowledge my legal responsibilities.

           /s/ Heath N. Weisberg
           ------------------------
           Heath N. Weisberg


STATE OF NEW YORK    )
                     ) ss:
COUNTY OF NEW YORK   )

      On the 9th day of May, 2013, before me, the undersigned, personally
appeared Heath N. Weisberg, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.

           /s/ Cynthia Rosel Rivera
           ------------------------
           Notary Public

SK 27550 0005 7571874