0000903423-15-000330.txt : 20150514 0000903423-15-000330.hdr.sgml : 20150514 20150514145537 ACCESSION NUMBER: 0000903423-15-000330 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150512 FILED AS OF DATE: 20150514 DATE AS OF CHANGE: 20150514 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COLLEGIUM PHARMACEUTICAL, INC CENTRAL INDEX KEY: 0001267565 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 780 DEDHAM STREET, SUITE 800 CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 781-713-3699 MAIL ADDRESS: STREET 1: 780 DEDHAM STREET, SUITE 800 CITY: CANTON STATE: MA ZIP: 02021 FORMER COMPANY: FORMER CONFORMED NAME: COLLEGIUM PHARMACEUTICAL INC DATE OF NAME CHANGE: 20031020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37372 FILM NUMBER: 15862264 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37372 FILM NUMBER: 15862265 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37372 FILM NUMBER: 15862266 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 tpgcoll4.xml OWNERSHIP DOCUMENT X0306 4 2015-05-12 1 0001267565 COLLEGIUM PHARMACEUTICAL, INC COLL 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 0 0 0 1 Former 10% Owner 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 0 0 0 1 Former 10% Owner Common Stock 2015-05-12 4 C 0 1207729 A 1225253 I See Explanation of Responses Common Stock 2015-05-12 4 P 0 100000 12.00 A 1325253 I See Explanation of Responses Series D Convertible Preferred Stock 2015-05-12 4 C 0 8333333 0 D Common Shares 1207729 0 I See Explanation of Responses David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar IV Advisors, LLC, which is the general partner of TPG Biotechnology GenPar IV, L.P., which is the general partner of TPG Biotechnology Partners IV, L.P. ("TPG Biotech IV"), which directly holds 1,307,729 shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Collegium Pharmaceutical, Inc. (the "Issuer"). On May 12, 2015, the shares of Series D Convertible Preferred Stock (the "Series D Preferred") held by TPG Biotech IV automatically converted into 1,207,729 shares of Common Stock, and 17,524 additional shares of Common Stock were delivered in respect of dividends that had accrued on such shares of Series D Preferred. Pursuant to the Amended and Restated Articles of Incorporation of the Issuer, as amended, the shares of Series D Preferred were convertible, at the option of the holder, at any time into shares of Common Stock, par value $0.001 per share, of the Issuer, at an initial conversion rate equal to one share of Common Stock per share of Series D Preferred. The initial conversion rate was adjusted as a result of a 1-for-6.9 reverse stock split of the Issuer's Common Stock. On May 12, 2015, TPG Biotech IV acquired 100,000 shares of Common Stock at a price of $12.00 per share in connection with the Issuer's initial public offering. Because of the relationship between the Reporting Persons and TPG Biotech IV, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech IV. Each of each Reporting Person and TPG Biotech IV disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Biotech IV's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. /s/ Ronald Cami, Vice President,TPG Group Holdings (SBS) Advisors, Inc. (6) 2015-05-14 /s/ Ronald Cami, on behalf of David Bonderman (6) (7) 2015-05-14 /s/ Ronald Cami, on behalf of James G. Coulter (6) (7) 2015-05-14