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: Heffernan Michael Thomas (Director, Chairman/Pres/CEO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	355309	Direct
Common Stock	163043	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Purchase)	$3.31	2020-11-11	Common Stock (9673)		Direct
Stock Option (Right to Purchase)	$.48	2023-01-30	Common Stock (6944)		Direct
Stock Option (Right to Purchase)	$5.73	2025-03-30	Common Stock (36333)		Direct
Stock Option (Right to Purchase)	$5.73	2025-03-30	Common Stock (239130)		Direct

Footnotes

F1: Includes 194,694 shares of restricted stock granted to Mr. Heffernan on April 2, 2015. Pursuant to the grant, 97,347 shares vested upon grant, while the remaining 97,347 shares of restricted stock vest in monthly installments over a three-year period commencing as of the date of grant. Also, pursuant to the reporting person's employment agreement, the shares will immediately become fully vested upon a termination of the reporting person's employment without cause or due to the reporting person's death or disability, or upon a resignation by the reporting person for good reason. Additionally, pursuant to the reporting person's employment agreement, the shares will immediately become fully vested upon the occurrence of a "Sale Event" (as defined in the employment agreement).

F2: Shares held by Island View Investors, LLC. Mr. Heffernan is the sole member of Island View Investors, LLC.

F3: All 9,673 options are exercisable.

F4: 906 options are exercisable. The options vest and become exercisable in equal installments (rounded up to the nearest whole option) at the end of each month over a 4-year period commencing on January 24, 2013. The option was initially for 14,492 options and the option was previously exercised as to 7,548 options.

F5: 18,924 options are exercisable. Fifty percent (50%) of the options vested and became exercisable on March 30, 2015. The remaining fifty percent (50%) of 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 30, 2015.

F6: 4,982 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 30, 2015.

F7: Also, pursuant to the reporting person's employment agreement, the options will immediately become fully vested upon a termination of the reporting person's employment without cause or due to the reporting person's death or disability, or upon a resignation by the reporting person for good reason. Additionally, pursuant to the reporting person's employment agreement, the options will immediately become fully vested upon the occurrence of a "Sale Event" (as defined in the employment agreement).