COLLEGIUM PHARMACEUTICAL, INC — Director's Dealing 2015

May 6, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COLLEGIUM PHARMACEUTICAL, INC (COLL)
CIK: 0001267565
Period of Report: 2015-05-06

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Convertible Preferred Stock	$		Common Stock (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 8,333,333 shares of Series D Convertible Preferred Stock of Collegium Pharmaceutical, Inc. (the "Issuer").

F2: 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 TPG Biotech IV and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech IV's or such Reporting Person's pecuniary interest therein, if any.

F3: 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.

F4: Pursuant to the Amended and Restated Articles of Incorporation of the Issuer, as amended, the shares of Series D Convertible Preferred Stock are 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 Convertible Preferred Stock. The initial conversion rate has been adjusted as a result of a 1-for-6.9 reverse stock split of the Issuer's Common Stock.