COLLEGIUM PHARMACEUTICAL, INC — Director's Dealing 2016

Jan 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COLLEGIUM PHARMACEUTICAL, INC (COLL)
CIK: 0001267565
Period of Report: 2016-01-20

Reporting Person: Heffernan Michael Thomas (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-20	Common Stock	A	18135	—	Acquired	373444	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-20	Stock Option (Right to Purchase)	$16.15	A	109005	Acquired	2026-01-20	Common Stock (109005)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	163043	Indirect

Footnotes

F1: Reflects the grant of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest over a four-year period commencing on January 20, 2016. Twenty-five percent (25%) of the restricted stock units vest on January 20, 2017, and the balance of the restricted stock units vest in equal installments every six months (in each case, rounded up to the nearest whole share) over the remaining three years of the four-year period, subject to the employee's continued service with the issuer. The restricted stock units will be settled on each applicable vest date in shares of the issuer's common stock.

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

F3: The option vests and becomes exercisable over a four-year period commencing on January 20, 2016. Twenty-five percent (25%) of the option vests and becomes exercisable on January 20, 2017, and the balance vests in equal monthly installments (rounded up to the nearest whole share) over the remaining three years of the four-year period, subject to the employee's continued service with the issuer.