New insider Baker Bros. Advisors Lp claimed ownership of 891,335 shares (SEC Form 3)
$KALA
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/28/2024 |
3. Issuer Name and Ticker or Trading Symbol
KALA BIO, Inc. [ KALA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 87,876 | I | See Footnotes(1)(2)(3) |
| Common Stock | 803,459 | I | See Footnotes(2)(3)(4) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series E Preferred(5) | (5)(6) | (5) | Common Stock | 505,300 | (5) | I | See Footnotes(1)(2)(3) |
| Series E Preferred(5) | (5)(6) | (5) | Common Stock | 4,619,300 | (5) | I | See Footnotes(2)(3)(4) |
| Series F Preferred(7) | (6)(7) | (7) | Common Stock | 28,900 | (7) | I | See Footnotes(1)(2)(3) |
| Series F Preferred(7) | (6)(7) | (7) | Common Stock | 263,900 | (7) | I | See Footnotes(2)(3)(4) |
| Series G Preferred(8) | (6)(8) | (8) | Common Stock | 107,500 | (8) | I | See Footnotes(1)(2)(3) |
| Series G Preferred(8) | (6)(8) | (8) | Common Stock | 982,600 | (8) | I | See Footnotes(2)(3)(4) |
| Series H Preferred(9) | (6)(9) | (9) | Common Stock | 22,600 | (9) | I | See Footnotes(1)(2)(3) |
| Series H Preferred(9) | (6)(9) | (9) | Common Stock | 207,300 | (9) | I | See Footnotes(2)(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. 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. |
| 8. 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. |
| 9. 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. |
| By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 06/28/2024 | |
| By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 06/28/2024 | |
| /s/ Felix J. Baker | 06/28/2024 | |
| /s/ Julian C. Baker | 06/28/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||