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: Skyline Venture Partners V LP (10% Owner)
Reporting Person: Skyline Venture Management V, LLC (10% Owner)
Reporting Person: KANEKO YASUNORI (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-12	Common Stock	C	1552795	—	Acquired	1552795	Indirect
2015-05-12	Common Stock	C	382323	—	Acquired	1935118	Indirect
2015-05-12	Common Stock	C	864798	—	Acquired	2799916	Indirect
2015-05-12	Common Stock	P	150000	$12.00	Acquired	2949916	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-12	Series B Convertible Preferred Stock	$	C	10714286	Disposed		Common Stock (1552795)	Indirect
2015-05-12	Series C Convertible Preferred Stock	$	C	2638030	Disposed		Common Stock (382323)	Indirect
2015-05-12	Series D Convertible Preferred Stock	$	C	5881724	Disposed		Common Stock (864798)	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 Skyline Venture Partners V, L.P. The general partner of Skyline Venture Partners V, L.P. is Skyline Venture Management V, LLC. John G. Freund and Yasunori Kaneko are managers of Skyline Venture Management V, LLC. These individuals share voting and investment power over the shares held by Skyline Venture Management, LLC and disclaim beneficial ownership of all the shares held by Skyline Venture Partners V, L.P. except to the extent of their proportionate pecuniary interest therein. Dr. Freund is a director of the Issuer and, accordingly, files separate Section 16 reports.