COLLEGIUM PHARMACEUTICAL, INC — Director's Dealing 2017

Jan 17, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COLLEGIUM PHARMACEUTICAL, INC (COLL)
CIK: 0001267565
Period of Report: 2017-01-04

Reporting Person: Fleming Alison B (Chief Scientific Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7211	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to purchase)	$3.38	2017-11-01	Common Stock (1811)		Direct
Stock Option (right to purchase)	$.90	2019-04-23	Common Stock (1811)		Direct
Stock Option (right to purchase)	$.90	2020-02-26	Common Stock (1811)		Direct
Stock Option (right to purchase)	$3.31	2021-02-08	Common Stock (1449)		Direct
Stock Option (right to purchase)	$.48	2023-01-24	Common Stock (12681)		Direct
Stock Option (right to purchase)	$.28	2024-03-05	Common Stock (6175)		Direct
Stock Option (right to purchase)	$.28	2024-03-05	Common Stock (5728)		Direct
Stock Option (right to purchase)	$5.73	2025-03-19	Common Stock (60378)		Direct
Stock Option (right to purchase)	$15.60	2025-05-18	Common Stock (10000)		Direct
Stock Option (right to purchase)	$16.15	2026-01-20	Common Stock (29475)		Direct

Footnotes

F1: Includes 4,913 restricted stock units granted to Ms. Fleming on January 20, 2016. Pursuant to the grant, 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: All 1,811 option shares are exercisable.

F3: All 1,811 option shares are exercisable.

F4: All 1,811 option shares are exercisable.

F5: All 1,449 option shares are exercisable.

F6: 12,417 option shares are exercisable. The option vests and becomes exercisable in equal installments (rounded up to the nearest whole share) at the end of each month over a four-year period commencing on January 24, 2013, subject to the employee's continued service with the issuer.

F7: 1,300 option shares are exercisable. The option, representing a right to purchase a total of 15,623 shares, vests and becomes exercisable in equal installments (rounded up to the nearest whole share) on a monthly basis over a four-year period commencing on March 5, 2014, subject to the employee's continued service with the issuer.

F8: 1,208 option shares are exercisable. The option, representing a right to purchase a total of 14,492 shares, vests and becomes exercisable over a four-year period commencing on March 5, 2014. Twenty-five percent (25%) of the option vested and became exercisable on March 5, 2015 and then in equal monthly installments (rounded up to the nearest whole share) at the end of each monthly period over the remaining three years of the four-year period, subject to the employee's continued service with the issuer.

F9: 26,421 option shares are exercisable. The option vests and becomes exercisable in equal installments (rounded up to the nearest whole share) on a monthly basis over a four-year period commencing on March 19, 2015, subject to the employee's continued service with the issuer.

F10: 3,958 option shares are exercisable. The option vests and becomes exercisable over a four-year period commencing on May 18, 2015. Twenty-five percent (25%) of the option vested and became exercisable on May 18, 2016, 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.

F11: 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.