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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol COLLEGIUM PHARMACEUTICAL, INC [ COLL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 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)
| |||||||||||||||||||||||||
| 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 | 3,060,502 | A | (1) | 3,060,502(2) | I | By Longitude Venture Partners, L.P.(3) | ||
| Common Stock | 05/12/2015 | P | 196,070 | A | $12 | 3,256,572 | I | By Longitude Venture Partners, L.P.(3) | ||
| Common Stock | 05/12/2015 | C | 61,340 | A | (1) | 61,340(2) | I | By Longitude Capital Associates, L.P.(3) | ||
| Common Stock | 05/12/2015 | P | 3,930 | A | $12 | 65,270 | I | By Longitude Capital Associates, 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock | (1) | 05/12/2015 | C | 12,837,935(1) | (1) | (1) | Common Stock | 1,860,570(2) | $0.00 | 0 | I | By Longitude Venture Partners, L.P.(3) | |||
| Series B Convertible Preferred Stock | (1) | 05/12/2015 | C | 257,303(1) | (1) | (1) | Common Stock | 37,290(2) | $0.00 | 0 | I | By Longitude Capital Associates, L.P.(3) | |||
| Series C Convertible Preferred Stock | (1) | 05/12/2015 | C | 3,160,905(1) | (1) | (1) | Common Stock | 458,102(2) | $0.00 | 0 | I | By Longitude Venture Partners, L.P.(3) | |||
| Series C Convertible Preferred Stock | (1) | 05/12/2015 | C | 63,356(1) | (1) | (1) | Common Stock | 9,182(2) | $0.00 | 0 | I | By Longitude Capital Associates, L.P.(3) | |||
| Series D Convertible Preferred Stock | (1) | 05/12/2015 | C | 5,045,381(1) | (1) | (1) | Common Stock | 741,830(2) | $0.00 | 0 | I | By Longitude Venture Partners, L.P.(3) | |||
| Series D Convertible Preferred Stock | (1) | 05/12/2015 | C | 101,128(1) | (1) | (1) | Common Stock | 14,868(2) | $0.00 | 0 | I | By Longitude Capital Associates, L.P.(3) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| 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, and includes 10,616 shares issued on May 12, 2015 to LVP, and 212 shares issued on May 12, 2015 to LCA, upon conversion of the Series D Convertible Preferred Stock in payment of accrued dividends thereon. |
| 3. This report is filed jointly by Longitude Capital Partners, LLC ("LCP"), Longitude Venture Partners, L.P. ("LVP"), Longitude Capital Associates, L.P. ("LCA"), Patrick G. Enright ("Enright") and Juliet Tammenoms Bakker ("Bakker"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. LCP, as general partner of each of LVP and LCA, has the power to vote and dispose of securities held by each of them and may be deemed to have beneficial ownership of the shares owned by LVP and LCA. Enright and Bakker are each managing members of LCP and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by the reporting persons. Each of LCP, Enright and Bakker disclaims beneficial ownership of the securities of the Issuer held by LVP and LCA except to the extent of their respective pecuniary interest therein. |
| Remarks: |
| /s/ Longitude Capital Partners, LLC by Patrick G. Enright Managing Member | 05/14/2015 | |
| /s/ Longitude Capital Associates, L.P. by Longitude Capital Partners, LLC, General Partner, by Patrick G. Enright, Managing Member | 05/14/2015 | |
| /s/ Longitude Venture Partners, L.P. by Longitude Capital Partners, LLC, General Partner, by Patrick G. Enright, Managing Member | 05/14/2015 | |
| /s/ Juliet Tammenoms Bakker, Managing Member | 05/14/2015 | |
| /s/ Patrick G. Enright, Managing Member | 05/14/2015 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||