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* RA CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (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) X 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 B Preferred Stock	(1)	(1)	Common Stock	733,337	(1)	I	See footnotes(3)(5)(6)
Series C Preferred Stock	(2)	(2)	Common Stock	846,566	(2)	I	See footnotes(4)(5)(6)

1. Name and Address of Reporting Person* RA CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* RA Capital Healthcare Fund LP (Last) (First) (Middle) C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Kolchinsky Peter (Last) (First) (Middle) C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. The Series B Convertible Preferred Stock is convertible into Common Stock on a 5.2083-for-1 basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

2. The Series C Convertible Preferred Stock is convertible into Common Stock on a 5.2083-for-1 basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

3. These securities include 3,143,402 shares of Series B Convertible Preferred stock held by RA Capital Healthcare Fund, L.P. (the "Fund") and 676,042 shares of Series B Convertible Preferred stock held in an account owned by a separately managed account (the "Account").

4. These securities include 3,627,688 shares of Series C Convertible Preferred stock held by the Fund and 781,482 shares of Series C Convertible Preferred stock held in the Account.

5. RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser for the Account. Peter Kolchinsky is the sole manager of the Adviser. The Adviser and Dr. Kolchinsky may be deemed indirect beneficial owners of the securities and they disclaim beneficial ownership of the reported securities: (A) in reliance on Rule 16a-1(a)(1)(v) and (vii); and (B) held by the Fund, for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.

6. The Adviser and Dr. Kolchinsky have no pecuniary interest in the reported securities held in the Account and disclaim: (A) beneficial ownership thereof for purposes of Rule 16a-1(a)(2); and (B) any obligation to file reports under Section 16 other than as a director by deputization, and a director, respectively. The filing of this Form 3 shall not be construed as an admission that either the Adviser or Dr. Kolchinsky is or was for the purposes of Section 16(a), or otherwise, the beneficial owner of any of the securities reported herein.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	07/19/2017
	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC	07/19/2017
	/s/ Peter Kolchinsky, individually	07/19/2017
	** Signature of Reporting Person	Date
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