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: Frazier Healthcare VI, L.P. (10% Owner)
Reporting Person: FHM VI, L.P. (10% Owner)
Reporting Person: FHM VI, L.L.C. (10% Owner)
Reporting Person: FRAZIER ALAN D (10% Owner)
Reporting Person: Naini Nader J (10% Owner)
Reporting Person: Topper James N (10% Owner)
Reporting Person: Every Nathan R (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (582490)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (222231)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (392113)		Indirect
Series D Convertible Preferred Stock	$		Common Stock (532764)		Indirect

Footnotes

F1: All series of Convertible Preferred Stock will automatically convert into Collegium Pharmaceutical, Inc. (the "Issuer") common stock on a 1-for-6.9 basis immediately prior to the closing of the initial public offering and have no expiration date.

F2: This report is filed jointly by Frazier Healthcare VI, L.P. ("FHVI"), FHM VI, L.P. ("FHM LP"), FHM VI, L.L.C. ("FHM LLC"), Nathan Every ("Every"), Alan Frazier ("Frazier"), Nader Naini ("Naini") and James Topper ("Topper"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. FHVI is the record holder of 4,019,183 shares of Series A Convertible Preferred Stock, which will automatically convert into 582,490 shares of common stock upon the closing of the Issuer's initial public offering. FHVI is the record holder of 1,533,399 shares of Series B Convertible Preferred Stock, which will automatically convert into 222,231 shares of common stock upon the closing of the Issuer's initial public offering. (continued in footnote 3)

F3: FHVI is the record holder of 1,533,399 shares of Series B Convertible Preferred Stock, which will automatically convert into 222,231 shares of common stock upon the closing of the Issuer's initial public offering. FHVI is the record holder of 2,705,585 shares of Series C Convertible Preferred Stock, which will automatically convert into 392,113 shares of common stock upon the closing of the Issuer's initial public offering. FHVI is the record holder of 3,676,078 shares of Series D Convertible Preferred Stock, which will automatically convert into 532,764 shares of common stock upon the closing of the Issuer's initial public offering.

F4: The shares are held by FHVI. The general partner of FHVI is FHM LP, a limited partnership, the general partner of which is FHM LLC. The members of FHM LLC are Every, Frazier, Naini, Heron, and Topper. These individuals share voting and investment power over the shares held by FHVI. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.