SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Heron Patrick J

(Last)

(First)

(Middle)

C/O FRAZIER HEALTHCARE VI, L.P.

601 UNION STREET, SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/12/2015		C		582,490	A	⁽¹⁾	582,490⁽²⁾	I	By Frazier Healthcare VI, L.P.⁽³⁾
Common Stock	05/12/2015		C		222,231	A	⁽¹⁾	804,721⁽²⁾	I	By Frazier Healthcare VI, L.P.⁽³⁾
Common Stock	05/12/2015		C		392,113	A	⁽¹⁾	1,196,834⁽²⁾	I	By Frazier Healthcare VI, L.P.⁽³⁾
Common Stock	05/12/2015		C		540,498	A	⁽¹⁾	1,737,332⁽²⁾	I	By Frazier Healthcare VI, L.P.⁽³⁾
Common Stock	05/12/2015		P		150,000	A	$12	1,887,332	I	By Frazier Healthcare VI, L.P.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Stock	⁽¹⁾	05/12/2015		C			4,019,183	⁽¹⁾	⁽¹⁾	Common Stock	582,490⁽²⁾	$0	0	I	By Frazier Healthcare VI, L.P.⁽³⁾
Series B Convertible Stock	⁽¹⁾	05/12/2015		C			1,533,399	⁽¹⁾	⁽¹⁾	Common Stock	222,231⁽²⁾	$0	0	I	By Frazier Healthcare VI, L.P.⁽³⁾
Series C Convertible Stock	⁽¹⁾	05/12/2015		C			2,705,585	⁽¹⁾	⁽¹⁾	Common Stock	392,113⁽²⁾	$0	0	I	By Frazier Healthcare VI, L.P.⁽³⁾
Series D Convertible Stock	⁽¹⁾	05/12/2015		C			3,676,078	⁽¹⁾	⁽¹⁾	Common Stock	540,498⁽²⁾	$0	0	I	By Frazier Healthcare VI, L.P.⁽³⁾

Explanation of Responses:

1. All series of Convertible Preferred Stock automatically converted into Collegium Pharmaceutical, Inc. common stock on a 1-for-6.9 basis immediately prior to the closing of the initial public offering and had no expiration date.

2. Reflects the conversion of preferred stock into Collegium Pharmaceutical, Inc. common stock on a 1-for-6.9 basis which became effective on May 12, 2015.

3. The shares are held by Frazier Healthcare VI, L.P. The general partner of Frazier Healthcare VI, L.P. is FHM VI, L.P., a limited partnership, the general partner of which is FHM VI, LLC. The members of FHM VI, LLC are Dr. Nathan Every, Alan Frazier, Nader Naini, Patrick Heron, and Dr. James Topper. These individuals share voting and investment power over the shares held by Frazier Healthcare VI, L.P. Mr. Heron disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.

Remarks:

	/s/ Paul Brannelly as Attorney-In-Fact For Patrick Heron	05/13/2015
	** 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 4 (b)(v).
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