UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

 

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

 

 

 

*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).

 

 

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*This percentage is calculated based upon 24,521,131 shares outstanding as of October 31, 2017, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2017.

 

 

*This percentage is calculated based upon 24,521,131 shares outstanding as of October 31, 2017, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2017.

 

 

*This percentage is calculated based upon 24,521,131 shares outstanding as of October 31, 2017, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2017.

 

 

 

 

 

 

 

Item 3.

Not Applicable

 

Item 4. Ownership:

GP VI is the sole general partner of OrbiMed Private Investments VI, LP (“OPI VI”), which holds 2,692,715 shares of Common Stock of the Issuer (“Shares”).  Advisors is an investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E) under the Securities Exchange Act of 1934, as amended, and is the Managing Member of GP VI. Isaly is the Managing Member of Advisors and a control person in accordance with Rule 13d-1(b)(1)(ii)(G) under the Securities Exchange Act of 1934, as amended. On the basis of these relationships, GP VI, Advisors and Isaly may be deemed to share beneficial ownership of the Shares held by OPI VI.

(a)   Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).

(b)   Percent of class: See the response(s) to Item 11 on the attached cover page(s).

(c)   Number of shares as to which such person has:

       (i)   Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).

       (ii)   Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).

       (iii)   Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).

       (iv)   Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).

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

Not Applicable.

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

 

See Item 4.

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.

 

 

 

 

 

 

 

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: January 12, 2018

 

 

 

 

 

 

 

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EXHIBIT A

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on this Schedule 13G dated January 12, 2018 (the “Schedule 13G”), with respect to the Common Stock 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 January 12, 2018.