Nader J Naini Form 4 COLLEGIUM PHARMACEUTICAL / Nathan R Every ownership change

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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X

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^*

Frazier Healthcare VI, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 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)

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)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/12/2015		C		582,490	A	(1)	582,490(2)	D(3)
Common Stock	05/12/2015		C		222,231	A	(1)	804,721(2)	D(3)
Common Stock	05/12/2015		C		392,113	A	(1)	1,196,834(2)	D(3)
Common Stock	05/12/2015		C		540,498	A	(1)	1,737,332(2)	D(3)
Common Stock	05/12/2015		P		150,000	A	$12	1,887,332	D(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Stock	(1)	05/12/2015		C			4,019,183	(1)	(1)	Common Stock	582,490(2)	$0	0	D(3)
Series B Convertible Stock	(1)	05/12/2015		C			1,533,399	(1)	(1)	Common Stock	222,231(2)	$0	0	D(3)
Series C Convertible Stock	(1)	05/12/2015		C			2,705,585	(1)	(1)	Common Stock	392,113(2)	$0	0	D(3)
Series D Convertible Stock	(1)	05/12/2015		C			3,676,078	(1)	(1)	Common Stock	540,498(2)	$0	0	D(3)

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 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. This report is filed jointly by Frazier Healthcare VI, L.P. ("FHVI"), FHM VI, L.P. ("FHM LP"), FHM VI, LLC ("FHM LLC"), Nathan Every ("Every"), Alan Frazier ("Frazier"), Patrick Heron ("Heron"), Nader Naini ("Naini") and James Topper ("Topper"). 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, LLC, its general partner, By: /s/ Steve Bailey, Chief Financial Officer	05/13/2015
	FHM VI, L.P., By: FHM VI, LLC, its general partner, By: /s/ Steve Bailey, Chief Financial Officer	05/13/2015
	FHM VI, LLC, By: /s/ Steve Bailey, Chief Financial Officer	05/13/2015
	/s/ Alan Frazier	05/13/2015
	/s/ Nader Naini	05/13/2015
	/s/ James Topper	05/13/2015
	/s/ Nathan Every	05/13/2015
	** Signature of Reporting Person	Date
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