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* McDermott Charles Douglas (Last) (First) (Middle) C/O KALA PHARMACEUTICALS, INC. 100 BEAVER STREET, SUITE 201 (Street) WALTHAM MA 02453 (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 X Officer (give title below) Other (specify below) President and Chief Bus. Off.	5. If Amendment, Date of Original Filed (Month/Day/Year) 07/19/2017
			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 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
Stock Option (right to buy)	(1)(2)	06/14/2023	Common Stock	24,000	0.68	D
Stock Option (right to buy)	(1)(3)	06/03/2018	Common Stock	62,056	2.3	D

Explanation of Responses:

1. This form amends a Form 3 previously filed for the Reporting Person on July 19, 2017 to correct the description of the vesting schedule of stock options reported herein.

2. This option was granted on June 14, 2013, and vests as to 100% of the shares underlying the option: (A) immediately prior to the closing of a change of control with aggregate consideration of greater than $300,000,000 or (B) following the Issuer's initial public offering with a resulting market capitalization of over $300,000,000 following the date of the expiration of market stand-off agreements executed in connection with the Issuer's initial public offering. This option will expire without vesting if neither condition occurs prior to June 3, 2018.

3. This option was granted on October 2, 2014, and vests as follows: either (A) upon a change of control with aggregate consideration (i) in excess of $400 million, with respect to 100% of the shares underlying the option, (ii) from $300 million to $400 million, with respect to 66.667% of the shares underlying the option or (iii) from $250 million to $300 million, with respect to 33.333% of the shares underlying the option or (B) following the Issuer's initial public offering with a resulting market capitalization following the expiration of market stand-off agreements executed in connection with such offering (i) in excess of $400 million, with respect to 100% of the shares underlying the option, (ii) from $300 million to $400 million, with respect to 66.667% of the shares underlying the option or (iii) from $250 million to $300 million, with respect to 33.333% of the shares underlying the option. This option will expire without vesting if neither condition occurs before June 3, 2018.

	/s/ Mary Reumuth, Attorney-in-Fact	07/21/2017
	** 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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