Collegium Pharmaceutical (COLL) Form 3 COLLEGIUM PHARMACEUTICAL / Nathan R Every ownership change

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^*

Frazier Healthcare VI, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(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)

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

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

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

	Form filed by One Reporting Person
X	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)

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 A Convertible Preferred Stock	(1)	(1)	Common Stock	582,490(1)	(1)	I(2)(3)	By: Frazier Healthcare VI, L.P.(4)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	222,231(1)	(1)	I(2)(3)	By: Frazier Healthcare VI, L.P.(4)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	392,113(1)	(1)	I(2)(3)	By: Frazier Healthcare VI, L.P.(4)
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	532,764(1)	(1)	I(2)(3)	By: Frazier Healthcare VI, L.P.(4)

1. Name and Address of Reporting Person^*

Frazier Healthcare VI, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FHM VI, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FHM VI, L.L.C.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FRAZIER ALAN D

(Last) (First) (Middle)

C/O FRAZIER HEALTHCARE VI, L.P.

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Naini Nader J

(Last) (First) (Middle)

C/O FRAZIER HEALTHCARE VI, L.P.

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Topper James N

(Last) (First) (Middle)

C/O FRAZIER HEALTHCARE VI, L.P.

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Every Nathan R

(Last) (First) (Middle)

C/O FRAZIER HEALTHCARE VI, L.P.

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

Explanation of Responses:

1. All series of Convertible Preferred Stock will automatically convert into Collegium Pharmaceutical, Inc. (the "Issuer") common stock on a 1-for-6.9 basis immediately prior to the closing of the initial public offering and have no expiration date.

2. This report is filed jointly by Frazier Healthcare VI, L.P. ("FHVI"), FHM VI, L.P. ("FHM LP"), FHM VI, L.L.C. ("FHM LLC"), Nathan Every ("Every"), Alan Frazier ("Frazier"), Nader Naini ("Naini") and James Topper ("Topper"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. FHVI is the record holder of 4,019,183 shares of Series A Convertible Preferred Stock, which will automatically convert into 582,490 shares of common stock upon the closing of the Issuer's initial public offering. FHVI is the record holder of 1,533,399 shares of Series B Convertible Preferred Stock, which will automatically convert into 222,231 shares of common stock upon the closing of the Issuer's initial public offering. (continued in footnote 3)

3. FHVI is the record holder of 1,533,399 shares of Series B Convertible Preferred Stock, which will automatically convert into 222,231 shares of common stock upon the closing of the Issuer's initial public offering. FHVI is the record holder of 2,705,585 shares of Series C Convertible Preferred Stock, which will automatically convert into 392,113 shares of common stock upon the closing of the Issuer's initial public offering. FHVI is the record holder of 3,676,078 shares of Series D Convertible Preferred Stock, which will automatically convert into 532,764 shares of common stock upon the closing of the Issuer's initial public offering.

4. The shares are held by FHVI. The general partner of FHVI is FHM LP, a limited partnership, the general partner of which is FHM LLC. The members of FHM LLC are Every, Frazier, Naini, Heron, and Topper. These individuals share voting and investment power over the shares held by FHVI. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.

Remarks:

	Frazier Healthcare VI, L.P., By: FHM VI, L.P., its general partner, By FHM VI, L.L.C., its general partner, By: /s/ Steve Bailey, Chief Financial Officer	05/06/2015
	FHM VI, L.P., By: FHM VI, L.L.C., its general partner, By: /s/ Steve Bailey, Chief Financial Officer	05/06/2015
	FHM VI, L.L.C., By: /s/ Steve Bailey, Chief Financial Officer	05/06/2015
	/s/ Alan Frazier	05/06/2015
	/s/ Nader Naini	05/06/2015
	/s/ James Topper	05/06/2015
	/s/ Nathan Every	05/06/2015
	** Signature of Reporting Person	Date
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