Romulus K. Brazzell - May 31, 2023 Form 4 Insider Report for Kala Pharmaceuticals, Inc. (KALA)

Signature
/s/ Eric Trachtenberg, Attorney-in-Fact
Stock symbol
KALA
Transactions as of
May 31, 2023
Transactions value $
$0
Form type
4
Date filed
6/2/2023, 08:00 PM
Previous filing
Mar 15, 2023
Next filing
Jun 23, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KALA Common Stock Award +17.9K +96.66% 36.5K May 31, 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KALA Stock Option (right to buy) Disposed to Issuer -308 -100% 0 May 31, 2023 Common Stock 308 $260.50 Direct F1, F3, F4
transaction KALA Stock Option (right to buy) Disposed to Issuer -2.05K -100% 0 May 31, 2023 Common Stock 2.05K $167.00 Direct F1, F3, F5
transaction KALA Stock Option (right to buy) Disposed to Issuer -942 -100% 0 May 31, 2023 Common Stock 942 $750.00 Direct F1, F3, F6
transaction KALA Stock Option (right to buy) Disposed to Issuer -1.4K -100% 0 May 31, 2023 Common Stock 1.4K $643.00 Direct F1, F3, F7
transaction KALA Stock Option (right to buy) Disposed to Issuer -3K -100% 0 May 31, 2023 Common Stock 3K $259.50 Direct F1, F3, F8
transaction KALA Stock Option (right to buy) Disposed to Issuer -2.4K -100% 0 May 31, 2023 Common Stock 2.4K $192.00 Direct F1, F3, F9
transaction KALA Stock Option (right to buy) Disposed to Issuer -2.2K -100% 0 May 31, 2023 Common Stock 2.2K $343.00 Direct F1, F3, F10
transaction KALA Stock Option (right to buy) Disposed to Issuer -4.76K -100% 0 May 31, 2023 Common Stock 4.76K $68.50 Direct F1, F3, F11
transaction KALA Stock Option (right to buy) Disposed to Issuer -864 -100% 0 May 31, 2023 Common Stock 864 $68.50 Direct F1, F3, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 31, 2023, the issuer canceled, pursuant to the issuer's option exchange program, all outstanding unexercised options granted to the reporting person. In exchange, the reporting person received (i) in the case of the canceled options that were fully vested, a grant of 13,130 restricted stock units (the "RSUs") that vest over two years, with 50% of such RSUs vesting on May 31, 2024 and 50% of such RSUs vesting on May 31, 2025 and (ii) in the case of the canceled options that were unvested, a grant of 4,786 RSUs that vest over three years, with 83% of such RSUs vesting on May 31, 2025 and 17% of such RSUs vesting on May 31, 2026, in each case, subject to the reporting person's continued service with the issuer. Each RSU represents a contingent right to receive one share of the issuer's common stock.
F2 Includes 30,900 unvested RSUs.
F3 The number of shares and exercise price reflect a 1-for-50 reverse stock split effected by the Issuer on October 20, 2022.
F4 The cancelled option was granted on October 2, 2015 and provided for vesting over four years, with 25% of the shares underlying the option vested on October 2, 2016 and an additional 1/48th vested at the end of each successive one-month period thereafter.
F5 The cancelled option was granted on June 17, 2016 and provided for vesting over four years, with 25% of the shares underlying the option vested on June 17, 2017 and an additional 1/48th vested at the end of each successive one-month period thereafter.
F6 The canceled option was granted on July 19, 2017 and provided for vesting over four years with 1/48th of the shares underlying the option vested on August 31, 2017 and an additional 1/48th of the shares vested at the end of each successive one-month period thereafter.
F7 The canceled option was granted on February 7, 2018 and provided for vesting with respect to 1/48th of the shares underlying the option at the end of each successive one-month period thereafter.
F8 The canceled option was granted on January 2, 2019 and provided for vesting with respect to 1/48th of the shares underlying the option at the end of each successive one-month period thereafter.
F9 The canceled option was granted on January 2, 2020 and provided for vesting with respect to 1/48th of the shares underlying the option at the end of each successive one-month period thereafter.
F10 The canceled option was granted on January 4, 2021 and provided for vesting with respect to 1/48th of the shares underlying the option at the end of each successive one-month period thereafter.
F11 The canceled option was granted on January 3, 2022 and provided for vesting with respect to 1/48th of the shares underlying the option at the end of each successive one-month period thereafter.
F12 The canceled option was granted on January 3, 2022 and provided for the purchase of up to 2,160 shares of common stock of the issuer based on the level of achievement of specified performance metrics relating to financial, operational and scientific matters, of which, prior to the option exchange program, options to purchase 576 shares had vested, options to purchase 1,152 shares had been forfeited and options to purchase up to 432 shares were unvested assuming maximum level of achievement (options to purchase 288 shares were unvested assuming target level of achievement). The vested portion of the option and the unvested portion of the option assuming target level of achievement were eligible for the issuer's option exchange program.

Remarks:

Head of Research and Development and Chief Medical Officer