COLLEGIUM PHARMACEUTICAL, INC — Major Shareholding Notification 2017

Feb 13, 2017

SC 13G/A 1 collegium13ga1-0208.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Collegium Pharmaceutical, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

19459J104

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 19459J104 — 1	NAME OF REPORTING PERSON TPG Group Holdings (SBS) Advisors, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER 1,389,863
	7	SOLE
DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 1,389,863
9	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,389,863
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.9% (1)
12	TYPE OF REPORTING PERSON CO

(1) Based on a total of 28,610,551 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “ Commission ”) on November 10, 2016.

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CUSIP No. 19459J104 — 1	NAME OF REPORTING PERSON David Bonderman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER 1,389,863
	7	SOLE
DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 1,389,863
9	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,389,863
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.9% (2)
12	TYPE OF REPORTING PERSON IN

(2) Based on a total of 28,610,551 shares of Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 10, 2016.

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CUSIP No. 19459J104 — 1	NAME OF REPORTING PERSON James G. Coulter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER 1,389,863
	7	SOLE
DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 1,389,863
9	AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,389,863
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.9% (3)
12	TYPE OF REPORTING PERSON IN

(3) Based on a total of 28,610,551 shares of Common Stock outstanding as of October 31, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 10, 2016.

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| Item 1 (a). Name of Issuer: Collegium Pharmaceutical, Inc.

(the “ Issuer ”)
Item 1 (b). Address of Issuer’s Principal Executive
Offices: 780 Dedham Street, Suite 800 Canton, Massachusetts 02021
Item 2	(a).	Name of Person Filing: This Schedule 13G is being filed jointly by TPG Group Holdings
(SBS) Advisors, Inc., a Delaware corporation (“ Group Advisors ”), David Bonderman and James G. Coulter (each,
a “ Reporting Person ” and, together, the “ Reporting Persons ”), pursuant to an Agreement of
Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act. Group Advisors is sole member of TPG Group Holdings (SBS)
Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware
limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general
partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of TPG Biotechnology GenPar IV Advisors,
LLC, a Delaware limited liability company, which is the general partner of TPG Biotechnology GenPar IV, L.P., a Delaware limited
partnership, which is the general partner of TPG Biotechnology Partners IV, L.P., a Delaware limited partnership (“ TPG
Biotech IV ”), which directly holds 1,389,863 shares of Common Stock of the Issuer (the “ Shares ”) reported
herein. Because of Group Advisors’ relationship to TPG Biotech IV, Group Advisors may be deemed to beneficially own the Shares
directly held by TPG Biotech IV. David Bonderman and James G. Coulter are sole shareholders
of Group Advisors, and may therefore be deemed to beneficially own the Shares held by TPG Biotech IV. Messrs. Bonderman and Coulter
disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
Item 2	(b).	Address of Principal Business Office or, if none, Residence: The principal business address of each of the Reporting
Persons is as follows: c/o TPG Global, LLC 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102
Item 2	(c).	Citizenship: See responses to Item 4 on each cover page.
Item 2	(d).	Title
of Class of Securities: Common Stock, $0.001 par value (“ Common
Stock ”)
Item 2	(e).	CUSIP Number: 19459J104

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Item 3. — (a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	o	A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
(k)	o	Group, in accordance with Rule 13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the
type of institution:____________________________
Item 4.	Ownership
(a) AMOUNT BENEFICIALLY OWNED: See responses to Item 9 on each cover
page. (b) PERCENT OF CLASS: See responses to Item 11 on each cover page. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON
HAS: (i) SOLE POWER TO VOTE OR TO DIRECT
THE VOTE See responses to Item 5 on each cover page. (ii) SHARED POWER TO VOTE OR TO DIRECT
THE VOTE See responses to Item 6 on each cover
page. (iii) SOLE POWER TO DISPOSE OR TO
DIRECT THE DISPOSITION OF See responses to Item 7 on each cover page. (iv) SHARED POWER TO DISPOSE OR TO
DIRECT THE DISPOSITION OF See responses to Item 8 on each cover page.

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| Item 5. Ownership of Five Percent or Less of a

Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x
Item

1. Ownership of More than Five Percent on Behalf of Another Person. | | Not Applicable. | | Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | | See response to Item 2(a) above. | | Item
2. Identification and Classification of Members of the Group. | | Not Applicable. | | Item 9. Notice of Dissolution of Group. | | Not Applicable. |

Item 10. Certifications.
Not Applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2017

TPG Group Holdings (SBS) Advisors, Inc.

By: /s/ Michael LaGatta

Name: Michael LaGatta

Title: Vice President

David Bonderman

By: /s/ Clive Bode

Name: Clive Bode, on behalf of David Bonderman (4)

James G. Coulter

By: /s/ Clive Bode

Name: Clive Bode, on behalf of James G. Coulter (5)

(4) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

(5) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).

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Exhibit Index

Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*

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• Incorporated herein by reference to the Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011.

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