Baker Bros. Advisors Lp - Jun 28, 2024 Form 3 Insider Report for KALA BIO, Inc. (KALA)

Role: 10%+ Owner
Signature: By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Stock symbol: KALA
Transactions as of: Jun 28, 2024
Transactions value $: $0
Form type: 3
Date filed: 6/28/2024, 04:03 PM
Previous filing: Jun 26, 2024
Next filing: Aug 22, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	KALA	Common Stock						87.9K	Jun 28, 2024	See Footnotes	F1, F2, F3
holding	KALA	Common Stock						803K	Jun 28, 2024	See Footnotes	F2, F3, F4

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
holding	KALA	Series E Preferred							Jun 28, 2024	Common Stock	505K		See Footnotes	F1, F2, F3, F5, F6
holding	KALA	Series E Preferred							Jun 28, 2024	Common Stock	4.62M		See Footnotes	F2, F3, F4, F5, F6
holding	KALA	Series F Preferred							Jun 28, 2024	Common Stock	28.9K		See Footnotes	F1, F2, F3, F6, F7
holding	KALA	Series F Preferred							Jun 28, 2024	Common Stock	264K		See Footnotes	F2, F3, F4, F6, F7
holding	KALA	Series G Preferred							Jun 28, 2024	Common Stock	108K		See Footnotes	F1, F2, F3, F6, F8
holding	KALA	Series G Preferred							Jun 28, 2024	Common Stock	983K		See Footnotes	F2, F3, F4, F6, F8
holding	KALA	Series H Preferred							Jun 28, 2024	Common Stock	22.6K		See Footnotes	F1, F2, F3, F6, F9
holding	KALA	Series H Preferred							Jun 28, 2024	Common Stock	207K		See Footnotes	F2, F3, F4, F6, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the common stock ("Common Stock") of KALA BIO, Inc. (the "Issuer") reported in column 2 of Table I and in the securities reported in Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
F2	Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.
F3	Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
F4	As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 2 of Table I and in the securities reported in Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
F5	These securities consist of Series E non-voting convertible non-redeemable preferred stock of the Issuer ("Series E Preferred") convertible at any time at the option of the holder on a 1-for-100 basis without consideration into Common Stock to the extent that after giving effect or immediately prior to such conversion the holders thereof and their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended (the "Exchange Act"), no more than 9.99% of the outstanding Common Stock of the Issuer (the "Series E Beneficial Ownership Limitation"). The Series E Preferred have no expiration date.
F6	By notice to the Issuer, the Funds may increase or decrease the Series E Beneficial Ownership Limitation, Series F Beneficial Ownership Limitation (as defined below), Series G Beneficial Ownership Limitation (as defined below) or the Series H Beneficial Ownership Limitation (as defined below) applicable to that Fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.
F7	These securities consist of Series F non-voting convertible non-redeemable preferred stock of the Issuer ("Series F Preferred") convertible at any time at the option of the holder on a 1-for-100 basis without consideration into Common Stock to the extent that after giving effect or immediately prior to such conversion the holders thereof and their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Common Stock of the Issuer (the "Series F Beneficial Ownership Limitation"). The Series F Preferred have no expiration date.
F8	These securities consist of Series G non-voting convertible non-redeemable preferred stock of the Issuer ("Series G Preferred") convertible at any time at the option of the holder on a 1-for-100 basis without consideration into Common Stock to the extent that after giving effect or immediately prior to such conversion the holders thereof and their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Common Stock of the Issuer (the "Series G Beneficial Ownership Limitation"). The Series G Preferred have no expiration date.
F9	These securities consist of Series H non-voting convertible non-redeemable preferred stock of the Issuer ("Series H Preferred") convertible at any time at the option of the holder on a 1-for-100 basis without consideration into Common Stock to the extent that after giving effect or immediately prior to such conversion the holders thereof and their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding Common Stock of the Issuer (the "Series H Beneficial Ownership Limitation"). The Series H Preferred have no expiration date.