COLLEGIUM PHARMACEUTICAL, INC — Director's Dealing 2015

May 14, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Frazier Healthcare VI, L.P. (10% Owner)
Reporting Person: FHM VI, L.P. (10% Owner)
Reporting Person: FHM VI, L.L.C. (10% Owner)
Reporting Person: FRAZIER ALAN D (10% Owner)
Reporting Person: Naini Nader J (10% Owner)
Reporting Person: Topper James N (10% Owner)
Reporting Person: Every Nathan R (10% Owner)

Non-Derivative Transactions

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

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)	Direct
2015-05-12	Series B Convertible Stock	$	C	1533399	Disposed		Common Stock (222231)	Direct
2015-05-12	Series C Convertible Stock	$	C	2705585	Disposed		Common Stock (392113)	Direct
2015-05-12	Series D Convertible Stock	$	C	3676078	Disposed		Common Stock (540498)	Direct

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: 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.