RA Capital Management, L.P.
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. ¨
* 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).
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 10,914,613 shares
|
9 Sole Dispositive Power 0 shares
|
10 Shared
Dispositive Power 10,914,613 shares
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
10,914,613 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)
15.03%1 |
|
14 |
Type of Reporting Person (See Instructions)
IA, PN
|
|
|
|
|
|
1
The reporting person is the beneficial owner of 10,914,613 shares of the Issuer’s Common Stock which constitute
approximately 15.03% of the class outstanding. The percentage calculation assumes that there are currently 72,634,005 outstanding shares
of Common Stock of the Issuer, based on the Issuer’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”)
on March 29, 2022 and giving effect to 40,000 vested Restricted Share Units issued to Mr. Rajeev Shah for the benefit of RA Capital.
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 10,914,613 shares
|
9 Sole
Dispositive Power 0 shares
|
10 Shared
Dispositive Power 10,914,613 shares
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
10,914,613 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)
15.03%2 |
|
14 |
Type of Reporting Person (See Instructions)
HC, IN
|
|
|
|
|
|
2 The reporting person is the
beneficial owner of 10,914,613 shares of the Issuer’s Common Stock which constitute approximately 15.03% of the class outstanding.
The percentage calculation assumes that there are currently 72,634,005 outstanding shares of Common Stock of the Issuer, based on the
Issuer’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 29, 2022 and giving effect
to 40,000 vested Restricted Share Units issued to Mr. Rajeev Shah for the benefit of RA Capital..
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 10,914,613 shares
|
9 Sole Dispositive Power 0 shares
|
10 Shared
Dispositive Power 10,914,613 shares
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
10,914,613 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)
15.03%3 |
|
14 |
Type of Reporting Person (See Instructions)
HC, IN
|
|
|
|
|
|
3 The reporting person is the
beneficial owner of 10,914,613 shares of the Issuer’s Common Stock which constitute approximately 15.03% of the class outstanding.
The percentage calculation assumes that there are currently 72,634,005 outstanding shares of Common Stock of the Issuer, based on the
Issuer’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 29, 2022 and giving effect
to 40,000 vested Restricted Share Units issued to Mr. Rajeev Shah for the benefit of RA Capital..
1 |
Names of Reporting Persons.
RA Capital Healthcare Fund, 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): WC
|
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 10,914,613 shares
|
9 Sole Dispositive Power 0 shares
|
10 Shared
Dispositive Power 10,914,613 shares
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
10,914,613 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)
15.03%4 |
|
14 |
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
4 The reporting person is the
beneficial owner of 10,914,613 shares of the Issuer’s Common Stock which constitute approximately 15.03% of the class outstanding.
The percentage calculation assumes that there are currently 72,634,005 outstanding shares of Common Stock of the Issuer, based on the
Issuer’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 29, 2022 and giving effect
to 40,000 vested Restricted Share Units issued to Mr. Rajeev Shah for the benefit of RA Capital..
SCHEDULE 13D
| Item 1. | Security and Issuer |
Item 1 of the Statement is hereby amended and
supplemented as follows:
This Amendment No. 4 amends and supplements the
statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2018, as
amended by Amendment No. 1 filed on October 5, 2018, Amendment No. 2 filed on March 13, 2020, and Amendment No. 3 filed on October 25,
2021 (the “Statement”) by RA Capital Management, L.P., Dr. Kolchinsky, and Mr. Shah with respect to the common stock, par
value $0.001 per share (the “Common Stock”), of Kala Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”)
and serves as the initial Schedule 13D for RA Capital Healthcare Fund, L.P. (the “Fund”). Unless otherwise defined herein,
capitalized terms used in this Amendment No. 4 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented
below, the information in the Statement remains unchanged.
| Item 4. | Purpose of Transaction |
Item 4 of the Statement is hereby amended and
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.
The Reporting Persons hold the securities of the
Issuer for general investment purposes. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable
law or other restrictions, at any time and from time to time, to acquire additional Common Stock or other securities of the Issuer, dispose
of some or all of the Common Stock or other securities of the Issuer that it may own from time to time, in each case in open market or
private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers
whether individually or utilizing specific pricing or other instructions (including by means of 10b5-1 programs), and review or reconsider
their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.
The Reporting Persons intend to review their investment
in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of
operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s
stock in particular, as well as other developments.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Statement is hereby amended and
supplemented as follows:
(a) and (b) See Items 7-11 of the cover pages
and Item 2 above.
(c) The Reporting Persons’ have not effected
any transactions in Common Stock during the sixty day period prior to the filing of this Schedule 13D.5
(d) Not applicable.
(e) Not applicable.
5 The
Common Stock and percentage ownership reported in this amendment reflect an increase in the number of outstanding shares of the Issuer
as well as the expiration of an unexercised stock option for 46,920 shares granted to Mr. Shah that was previously reported.
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: April 1, 2022
RA CAPITAL MANAGEMENT, L.P.
By: /s/ Peter Kolchinsky
Name: Peter Kolchinsky
Title: Authorized Signatory
PETER KOLCHINSKY
/s/ Peter Kolchinsky
RAJEEV SHAH
/s/ Rajeev Shah
RA CAPITAL HEALTHCARE FUND, L.P.
By: RA Capital Healthcare Fund GP, LLC
Its: General Partner
By: /s/ Peter Kolchinsky
Name: Peter Kolchinsky
Title: Manager
EXHIBIT 1
AGREEMENT
This Joint Filing Agreement, dated as of April
1, 2022, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing
are collectively referred to herein as the “Filers”).
Each of the Filers may be required to file with
the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.001
per share of Kala Pharmaceutics, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k)
promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G
and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement
as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated
by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above
written.
RA CAPITAL MANAGEMENT, L.P.
By: /s/ Peter Kolchinsky
Name: Peter Kolchinsky
Title: Authorized Signatory
PETER KOLCHINSKY
/s/ Peter Kolchinsky
RAJEEV SHAH
/s/ Rajeev Shah
RA CAPITAL HEALTHCARE FUND, L.P.
By: RA Capital Healthcare Fund GP, LLC
Its: General Partner
By: /s/ Peter Kolchinsky
Name: Peter Kolchinsky
Title: Manager