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COLLEGIUM PHARMACEUTICAL, INC Director's Dealing 2015

May 6, 2015

32163_dirs_2015-05-06_12da9be8-17b7-44dd-b028-e540e80c0b6e.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Carlson Douglas R (VP Corp. Devlp)

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Purchase) $.48 2023-05-30 Common Stock (25362) Direct
Stock Option (Right to Purchase) $.48 2023-05-30 Common Stock (14492) Direct
Stock Option (Right to Purchase) $.28 2024-03-05 Common Stock (23841) Direct
Stock Option (Right to Purchase) $5.73 2025-03-19 Common Stock (26025) Direct

Footnotes

F1: 13,209 options are exercisable. The options vest and become exercisable over a 4-year period commencing on April 3, 2013. Twenty-five percent (25%) of the options vested and became exercisable on April 3, 2014, and then in equal monthly installments (rounded up to the nearest whole option) at the end of each monthly period over the remaining three years of the 4-year period.

F2: The options vest and become exercisable upon the closing of a Sale Event (as defined in the reporting person's employment agreement) or a strategic partnership with a third party relating to the development, manufacturing, sale and/or distribution of one or more of our products that occurs before April 3, 2017. If the total consideration received from such strategic partnership exceeds $200 million but is less than $300 million, then 50% of the option will vest. If the total consideration from the strategic partnership exceeds $300 million, then 100% of the options will vest.

F3: 6,954 options are exercisable. The options vest and become exercisable in equal installments (rounded up to the nearest whole option) on a monthly basis over a 4-year period commencing on March 5, 2014.

F4: 542 options are exercisable. The options vest and become exercisable in equal installments (rounded up to the nearest whole option) on a monthly basis over a 4-year period commencing on March 19, 2015.