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: TPG Group Holdings (SBS) Advisors, Inc. (Former 10% Owner)
Reporting Person: BONDERMAN DAVID (Former 10% Owner)
Reporting Person: COULTER JAMES G (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-12	Common Stock	C	1207729	—	Acquired	1225253	Indirect
2015-05-12	Common Stock	P	100000	$12.00	Acquired	1325253	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-12	Series D Convertible Preferred Stock	$	C	8333333	Disposed		Common Shares (1207729)	Indirect

Footnotes

F1: David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar IV Advisors, LLC, which is the general partner of TPG Biotechnology GenPar IV, L.P., which is the general partner of TPG Biotechnology Partners IV, L.P. ("TPG Biotech IV"), which directly holds 1,307,729 shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Collegium Pharmaceutical, Inc. (the "Issuer").

F2: On May 12, 2015, the shares of Series D Convertible Preferred Stock (the "Series D Preferred") held by TPG Biotech IV automatically converted into 1,207,729 shares of Common Stock, and 17,524 additional shares of Common Stock were delivered in respect of dividends that had accrued on such shares of Series D Preferred. Pursuant to the Amended and Restated Articles of Incorporation of the Issuer, as amended, the shares of Series D Preferred were convertible, at the option of the holder, at any time into shares of Common Stock, par value $0.001 per share, of the Issuer, at an initial conversion rate equal to one share of Common Stock per share of Series D Preferred. The initial conversion rate was adjusted as a result of a 1-for-6.9 reverse stock split of the Issuer's Common Stock.

F3: On May 12, 2015, TPG Biotech IV acquired 100,000 shares of Common Stock at a price of $12.00 per share in connection with the Issuer's initial public offering.

F4: Because of the relationship between the Reporting Persons and TPG Biotech IV, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech IV. Each of each Reporting Person and TPG Biotech IV disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Biotech IV's pecuniary interest therein, if any.

F5: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.