Howard B. Rosen - May 31, 2023 Form 4 Insider Report for Kala Pharmaceuticals, Inc. (KALA)

Role
Director
Signature
/s/ Mary Reumuth, 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
Jul 15, 2022
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 +2.5K +278.93% 3.4K May 31, 2023 Direct F1, F2
holding KALA Common Stock 165 May 31, 2023 See Footnote F3

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 -764 -100% 0 May 31, 2023 Common Stock 764 $115.00 Direct F1, F4, F5
transaction KALA Stock Option (right to buy) Disposed to Issuer -259 -100% 0 May 31, 2023 Common Stock 259 $750.00 Direct F1, F4, F6
transaction KALA Stock Option (right to buy) Disposed to Issuer -259 -100% 0 May 31, 2023 Common Stock 259 $686.50 Direct F1, F4, F7
transaction KALA Stock Option (right to buy) Disposed to Issuer -420 -100% 0 May 31, 2023 Common Stock 420 $267.50 Direct F1, F4, F8
transaction KALA Stock Option (right to buy) Disposed to Issuer -800 -100% 0 May 31, 2023 Common Stock 800 $18.00 Direct F1, F4, F9
* 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 1,702 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 800 RSUs that vest 100% on May 31, 2025, 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 3,302 unvested or deferred RSUs.
F3 These shares are owned directly by the Rosen/Doherty Revocable Trust Dated 6/11/01 (the "Trust"), and indirectly by Mr. Rosen as co-trustee of the Trust.
F4 The number of shares and exercise price reflect a 1-for-50 reverse stock split effected by the Issuer on October 20, 2022.
F5 The cancelled option was granted on October 2, 2014 and provided for vesting over four years, with 1/48th of the shares underlying the option vested on February 28, 2014 and an additional 1/48th vesting at the end of each successive one-month period thereafter.
F6 The cancelled option was granted on July 19, 2017 and provided for vesting over one year, with 8.33% of the shares underlying the option vesting on August 19, 2017, and an additional 8.33% of the shares underlying the option vesting at the end of each successive one-month period thereafter.
F7 The cancelled option was granted on June 12, 2018 and provided for vesting in equal monthly installments until the one-year anniversary of the date of grant and provided for vesting automatically as to 100% of the unvested portion of such option upon specified change in control events.
F8 The cancelled option was granted on June 5, 2019 and provided for vesting with respect to 1/12th of the shares underlying the option at the end of each successive one-month period thereafter.
F9 The cancelled option was granted on June 16, 2022 and provided for vesting as to 100% of the shares underlying the option on the earlier of (i) June 16, 2023 or (ii) the date of the first annual meeting following June 16, 2022.