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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Kala Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
483119103
(CUSIP Number)
RA Capital Management, L.P.
200 Berkeley Street, 18th Floor
Boston, MA 02116
Telephone: 617.778.2512
Attn: Peter Kolchinsky
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
March 13, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. 483119103
| 1 |
Names of Reporting Persons.
RA Capital Management, L.P.
| ||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) [ ] | |||
| (b) [ ] | |||
| 3 | SEC Use Only | ||
| 4 |
Source of Funds (See Instructions): AF
| ||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
| ||
| 6 |
Citizenship or Place of Organization. Delaware
| ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 Sole Voting Power 0 shares
| ||
|
8 Shared Voting Power 10,874,613 shares
| |||
|
9 Sole Dispositive Power 0 shares
| |||
|
10 Shared Dispositive Power 10,874,613 shares
| |||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 10,874,613 shares |
||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||
| 13 |
Percent of Class Represented by Amount in Row (11) 19.9%1 |
||
| 14 |
Type of Reporting Person (See Instructions) IA, PN
|
||
1 The reporting person is the beneficial owner of 10,874,613 shares of the Issuer’s Common Stock which constitute approximately 19.9% of the class outstanding. The percentage calculation assumes that there are currently 54,573,034 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Prospectus as filed with the Securities and Exchange Commission (“SEC”) on March 12, 2020.
CUSIP No. 483119103
| 1 |
Names of Reporting Persons.
Peter Kolchinsky
| ||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) [ ] | |||
| (b) [ ] | |||
| 3 | SEC Use Only | ||
| 4 |
Source of Funds (See Instructions): AF
| ||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
| ||
| 6 |
Citizenship or Place of Organization. United States
| ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 Sole Voting Power 0 shares
| ||
|
8 Shared Voting Power 10,874,613 shares
| |||
|
9 Sole Dispositive Power 0 shares
| |||
|
10 Shared Dispositive Power 10,874,613 shares
| |||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 10,874,613 shares |
||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||
| 13 |
Percent of Class Represented by Amount in Row (11) 19.9%2 |
||
| 14 |
Type of Reporting Person (See Instructions) HC, IN
|
||
2 The reporting person is the beneficial owner of 10,874,613 shares of the Issuer’s Common Stock which constitute approximately 19.9% of the class outstanding. The percentage calculation assumes that there are currently 54,573,034 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Prospectus as filed with the Securities and Exchange Commission (“SEC”) on March 12, 2020.
CUSIP No. 483119103
| 1 |
Names of Reporting Persons.
Rajeev Shah
| ||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) [ ] | |||
| (b) [ ] | |||
| 3 | SEC Use Only | ||
| 4 |
Source of Funds (See Instructions): AF
| ||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
| ||
| 6 |
Citizenship or Place of Organization. United States
| ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 Sole Voting Power 0 shares
| ||
|
8 Shared Voting Power 10,874,613 shares
| |||
|
9 Sole Dispositive Power 0 shares
| |||
|
10 Shared Dispositive Power 10,874,613 shares
| |||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 10,874,613 shares |
||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||
| 13 |
Percent of Class Represented by Amount in Row (11) 19.9%3 |
||
| 14 |
Type of Reporting Person (See Instructions) HC, IN
|
||
3 The reporting person is the beneficial owner of 10,874,613 shares of the Issuer’s Common Stock which constitute approximately 19.9% of the class outstanding. The percentage calculation assumes that there are currently 54,573,034 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Prospectus as filed with the Securities and Exchange Commission (“SEC”) on March 12, 2020.
CUSIP No. 483119103
This Amendment No. 2 amends and supplements the statement on Schedule 13D (the “Statement”) originally filed with the Securities and Exchange Commission on February 14, 2018 by the Reporting Persons with respect to the Common Stock, $0.001 par value (the “Common Stock”), of Kala Pharmaceuticals, Inc. (the “Issuer”). Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the initial Statement.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended and supplemented as follows:
On March 13, 2020, the Reporting Persons purchased 6,337,135 shares of Common Stock of the Issuer for $49,999,995.15. The shares were purchased with working capital.
| Item 4. | Purpose of Transaction |
Item 4 is hereby supplemented as follows:
The Reporting Persons acquired the Common Stock referred to in Item 3 for investment purposes and not with an intent, purpose or effect of changing control of the Issuer.
| Item 5. | Interest in Securities of the Issuer |
(a) and (b) See Items 7-11 of the cover pages and Item 2 above.
(c) The following table lists the Reporting Persons’ transactions in Common Stock that were effected during the sixty day period prior to the filing of this Schedule 13D:
| Transaction | Date | No. Shares | Price |
| Purchase | 13-Mar-2020 | 5,459,503* and 877,632 | $7.89 |
Shares marked with an * were acquired by the Fund. The remaining shares were acquired for the Account.
(d) Not applicable.
(e) Not applicable.
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit 1 | Joint Filing Agreement by and among the Reporting Persons is incorporated herein by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2018. |
CUSIP No. 483119103
SIGNATURE
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.
Date: March 13, 2020
RA CAPITAL MANAGEMENT, L.P.
By: /s/ Peter Kolchinsky
Peter Kolchinsky
Manager
PETER KOLCHINSKY
/s/ Peter Kolchinsky
RAJEEV SHAH
/s/ Rajeev Shah