Amended Statement of Ownership (sc 13g/a)
March 02 2021 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
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Kala Pharmaceuticals Inc.
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(Name of Issuer)
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Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
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483119103
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(CUSIP Number)
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December 31, 2020
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 483119103
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SCHEDULE 13G
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSONS
OrbiMed Capital GP VI LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,461,781
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,461,781
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,461,781
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.96%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 483119103
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SCHEDULE 13G
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSONS
OrbiMed Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,714,195
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,714,195
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714,195
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.41%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 483119103
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SCHEDULE 13G
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSONS
OrbiMed Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
750,835
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
750,835
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,835
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.34%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 483119103
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SCHEDULE 13G
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Page 4 of 8 Pages
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EXPLANATORY
NOTE
This
Amendment No. 3 to Schedule 13G is being filed to correct an error in the number of securities and the percentage of the outstanding
shares of common stock, par value $0.001 per share, of Kala Pharmaceuticals, Inc., beneficially owned by the reporting persons
as of December 31, 2020, and that were reported in Amendment No. 2 to Schedule 13G, filed with the Securities and Exchange Commission
on February 12, 2021.
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Item 1.
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(a) Name of Issuer:
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Kala Pharmaceuticals,
Inc.
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(b) Address of Issuer’s Principal Executive Offices:
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100 Beaver Street,
Suite 201
Waltham, MA 02453
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Item 2.
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(a) Name of Person Filing:
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OrbiMed Capital GP VI LLC
OrbiMed Advisors LLC
OrbiMed Capital LLC
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(b) Address of Principal Business Office:
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601 Lexington Avenue, 54th Floor
New York, NY 10022
Please refer
to Item 4 on each cover page for each Reporting Person.
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(d) Title of Class of Securities:
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Common Stock,
Par Value $0.001 Per Share
483119103
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CUSIP No. 483119103
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SCHEDULE 13G
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Page 5 of 8 Pages
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Item 3.
OrbiMed Capital GP VI LLC (“GP
VI”) is the general partner of OrbiMed Private Investments VI, LP. OrbiMed Advisors LLC (“Advisors”) and OrbiMed
Capital LLC (“Capital”) are investment advisors in accordance with ss.240.13d-1(b)(1)(ii)(E) and Advisors is the managing
member of GP VI.
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CUSIP No. 483119103
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SCHEDULE 13G
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Page 6 of 8 Pages
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Item
4. Ownership:
Information with respect to the
Reporting Person’s ownership as of December 31, 2020 is incorporated by reference to items (5) - (9) and (11) of the cover
page for the Reporting Person.
Item
5. Ownership of Five Percent or Less of a Class.
If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person.
The reporting persons are holding
9.75% of the shares in the aggregate on behalf of other persons who have the right to receive or the power to direct the receipt
of dividends from, or proceeds from the sale of, such securities. Advisors exercises investment and voting power over the shares
through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims
beneficial ownership of the Common Stock reported herein.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
Not Applicable.
Item
8. Identification and Classification of Members of the Group.
Not
Applicable.
Item
9. Notice of Dissolution of Group.
Not
Applicable.
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in
the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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CUSIP No. 483119103
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SCHEDULE 13G
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Page 7 of 8 Pages
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SIGNATURES
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.
Dated:
March 1, 2021
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OrbiMed Advisors LLC
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By:
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/s/ Jonathan T. Silverstein
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Name:
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Jonathan T. Silverstein
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Title:
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Member
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OrbiMed Capital GP VI LLC
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By: OrbiMed Advisors LLC, its Managing Member
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By:
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/s/ Jonathan T. Silverstein
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Name:
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Jonathan T. Silverstein
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Title:
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Member of OrbiMed Advisors LLC
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OrbiMed Capital LLC
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By:
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/s/ Jonathan T. Silverstein
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Name:
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Jonathan T. Silverstein
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Title:
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Member
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