Collegium Pharmaceutical (COLL) Form 3 COLLEGIUM PHARMACEUTICAL / Alison B Fleming 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^*

Fleming Alison B

(Last) (First) (Middle)

780 DEDHAM STREET, SUITE 800

(Street)

CANTON MA 02021

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/04/2017

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

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

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

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)	7,211	D

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
Stock Option (right to purchase)	(2)	11/01/2017	Common Stock	1,811	3.38	D
Stock Option (right to purchase)	(3)	04/23/2019	Common Stock	1,811	0.9	D
Stock Option (right to purchase)	(4)	02/26/2020	Common Stock	1,811	0.9	D
Stock Option (right to purchase)	(5)	02/08/2021	Common Stock	1,449	3.31	D
Stock Option (right to purchase)	(6)	01/24/2023	Common Stock	12,681	0.48	D
Stock Option (right to purchase)	(7)	03/05/2024	Common Stock	6,175	0.28	D
Stock Option (right to purchase)	(8)	03/05/2024	Common Stock	5,728	0.28	D
Stock Option (right to purchase)	(9)	03/19/2025	Common Stock	60,378	5.73	D
Stock Option (right to purchase)	(10)	05/18/2025	Common Stock	10,000	15.6	D
Stock Option (right to purchase)	(11)	01/20/2026	Common Stock	29,475	16.15	D

Explanation of Responses:

1. Includes 4,913 restricted stock units granted to Ms. Fleming on January 20, 2016. Pursuant to the grant, each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest over a four-year period commencing on January 20, 2016. Twenty-five percent (25%) of the restricted stock units vest on January 20, 2017, and the balance of the restricted stock units vest in equal installments every six months (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period, subject to the employee's continued service with the issuer. The restricted stock units will be settled on each applicable vest date in shares of the issuer's common stock.

2. All 1,811 option shares are exercisable.

3. All 1,811 option shares are exercisable.

4. All 1,811 option shares are exercisable.

5. All 1,449 option shares are exercisable.

6. 12,417 option shares are exercisable. The option vests and becomes exercisable in equal installments (rounded up to the nearest whole share) at the end of each month over a four-year period commencing on January 24, 2013, subject to the employee's continued service with the issuer.

7. 1,300 option shares are exercisable. The option, representing a right to purchase a total of 15,623 shares, vests and becomes exercisable in equal installments (rounded up to the nearest whole share) on a monthly basis over a four-year period commencing on March 5, 2014, subject to the employee's continued service with the issuer.

8. 1,208 option shares are exercisable. The option, representing a right to purchase a total of 14,492 shares, vests and becomes exercisable over a four-year period commencing on March 5, 2014. Twenty-five percent (25%) of the option vested and became exercisable on March 5, 2015 and then in equal monthly installments (rounded up to the nearest whole share) at the end of each monthly period over the remaining three years of the four-year period, subject to the employee's continued service with the issuer.

9. 26,421 option shares are exercisable. The option vests and becomes exercisable in equal installments (rounded up to the nearest whole share) on a monthly basis over a four-year period commencing on March 19, 2015, subject to the employee's continued service with the issuer.

10. 3,958 option shares are exercisable. The option vests and becomes exercisable over a four-year period commencing on May 18, 2015. Twenty-five percent (25%) of the option vested and became exercisable on May 18, 2016, and the balance vests in equal monthly installments (rounded up to the nearest whole share) over the remaining three years of the four-year period, subject to the employee's continued service with the issuer.

11. The option vests and becomes exercisable over a four-year period commencing on January 20, 2016. Twenty-five percent (25%) of the option vests and becomes exercisable on January 20, 2017, and the balance vests in equal monthly installments (rounded up to the nearest whole share) over the remaining three years of the four-year period, subject to the employee's continued service with the issuer.

Remarks:

	/s/ Paul Brannelly as Attorney-In-Fact For Alison B. Fleming	01/17/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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