SEC FORM 3

SEC Form 3

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^*

Heffernan Michael Thomas

(Last)

(First)

(Middle)

780 DEDHAM STREET, SUITE 800

(Street)

CANTON

02021

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2015

3. Issuer Name and Ticker or Trading Symbol
COLLEGIUM PHARMACEUTICAL, INC [ COLL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman/Pres/CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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⁽¹⁾	355,309	D
Common Stock	163,043	I	By: Island View Investors, LLC⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Purchase)	⁽³⁾	11/11/2020	Common Stock	9,673	$3.31	D
Stock Option (Right to Purchase)	⁽⁴⁾⁽⁷⁾	01/30/2023	Common Stock	6,944	$0.48	D
Stock Option (Right to Purchase)	⁽⁵⁾⁽⁷⁾	03/30/2025	Common Stock	36,333	$5.73	D
Stock Option (Right to Purchase)	⁽⁶⁾⁽⁷⁾	03/30/2025	Common Stock	239,130	$5.73	D

Explanation of Responses:

1. Includes 194,694 shares of restricted stock granted to Mr. Heffernan on April 2, 2015. Pursuant to the grant, 97,347 shares vested upon grant, while the remaining 97,347 shares of restricted stock vest in monthly installments over a three-year period commencing as of the date of grant. Also, pursuant to the reporting person's employment agreement, the shares will immediately become fully vested upon a termination of the reporting person's employment without cause or due to the reporting person's death or disability, or upon a resignation by the reporting person for good reason. Additionally, pursuant to the reporting person's employment agreement, the shares will immediately become fully vested upon the occurrence of a "Sale Event" (as defined in the employment agreement).

2. Shares held by Island View Investors, LLC. Mr. Heffernan is the sole member of Island View Investors, LLC.

3. All 9,673 options are exercisable.

4. 906 options are exercisable. The options vest and become exercisable in equal installments (rounded up to the nearest whole option) at the end of each month over a 4-year period commencing on January 24, 2013. The option was initially for 14,492 options and the option was previously exercised as to 7,548 options.

5. 18,924 options are exercisable. Fifty percent (50%) of the options vested and became exercisable on March 30, 2015. The remaining fifty percent (50%) of the options vest and become exercisable in equal installments (rounded up to the nearest whole option) on a monthly basis over a 4-year period commencing on March 30, 2015.

6. 4,982 options are exercisable. The options vest and become exercisable in equal installments (rounded up to the nearest whole option) on a monthly basis over a 4-year period commencing on March 30, 2015.

7. Also, pursuant to the reporting person's employment agreement, the options will immediately become fully vested upon a termination of the reporting person's employment without cause or due to the reporting person's death or disability, or upon a resignation by the reporting person for good reason. Additionally, pursuant to the reporting person's employment agreement, the options will immediately become fully vested upon the occurrence of a "Sale Event" (as defined in the employment agreement).

Remarks:

	/s/ Paul Brannelly as Attorney-In-Fact For Michael T. Heffernan	05/06/2015
	** 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.