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COLLEGIUM PHARMACEUTICAL, INC Director's Dealing 2015

May 14, 2015

32163_dirs_2015-05-14_053acf22-65e2-4266-bca2-694d32bd2c48.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COLLEGIUM PHARMACEUTICAL, INC (COLL)
CIK: 0001267565
Period of Report: 2015-05-12

Reporting Person: Heron Patrick J (Director, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-12 Common Stock C 582490 Acquired 582490 Indirect
2015-05-12 Common Stock C 222231 Acquired 804721 Indirect
2015-05-12 Common Stock C 392113 Acquired 1196834 Indirect
2015-05-12 Common Stock C 540498 Acquired 1737332 Indirect
2015-05-12 Common Stock P 150000 $12.00 Acquired 1887332 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-12 Series A Convertible Stock $ C 4019183 Disposed Common Stock (582490) Indirect
2015-05-12 Series B Convertible Stock $ C 1533399 Disposed Common Stock (222231) Indirect
2015-05-12 Series C Convertible Stock $ C 2705585 Disposed Common Stock (392113) Indirect
2015-05-12 Series D Convertible Stock $ C 3676078 Disposed Common Stock (540498) Indirect

Footnotes

F1: 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.

F2: 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.

F3: The shares are held by Frazier Healthcare VI, L.P. The general partner of Frazier Healthcare VI, L.P. is FHM VI, L.P., a limited partnership, the general partner of which is FHM VI, LLC. The members of FHM VI, LLC are Dr. Nathan Every, Alan Frazier, Nader Naini, Patrick Heron, and Dr. James Topper. These individuals share voting and investment power over the shares held by Frazier Healthcare VI, L.P. Mr. Heron disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.