COLLEGIUM PHARMACEUTICAL, INC

Major Shareholding Notification • Feb 12, 2024

SC 13G/A 1 tm245464d5_sc13ga.htm SC 13G/A

Field: Rule-Page

Field: /Rule-Page

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

SCHEDULE 13G/A

Field: Rule-Page

Field: /Rule-Page

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Collegium Pharmaceutical, Inc.

Field: Rule-Page

Field: /Rule-Page

(Name of Issuer)

Common Stock, $0.001 par value per share

Field: Rule-Page

Field: /Rule-Page

(Title of Class of Securities)

19459J104

Field: Rule-Page

Field: /Rule-Page

(CUSIP Number)

December 31, 2023

Field: Rule-Page

Field: /Rule-Page

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

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

(Page 1 of 7 Pages)

Field: Rule-Page

Field: /Rule-Page

*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)

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 19459J104 13G/A Page 2 of 7 Pages

| 1 | NAMES OF REPORTING PERSONS Rubric Capital Management
LP | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 2,758,253 shares of Common Stock |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 2,758,253 shares of Common Stock |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,758,253 shares of Common Stock | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 8.46% | |
| 12 | TYPE OF REPORTING PERSON PN, IA | |

Field: Page; Sequence: 2

Field: /Page

CUSIP No. 19459J104 13G/A Page 3 of 7 Pages

1	NAMES OF REPORTING PERSONS David Rosen
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,758,253 shares of Common Stock
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,758,253 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,758,253 shares of Common Stock
10	CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 8.46%
12	TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 3

Field: /Page

CUSIP No. 19459J104 13G/A Page 4 of 7 Pages

| Item
1(a). | NAME
OF ISSUER: |
| --- | --- |
| | The
name of the issuer is Collegium Pharmaceutical, Inc. (the " Issuer "). |
| Item
1(b). | ADDRESS
OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| | The
Issuer's principal executive offices are located at 100 Technology Center Drive, Stoughton, MA 02072. |

| Item
2(a). | |
| --- | --- |
| This
statement is filed by: | |
| (i) | Rubric
Capital Management LP (" Rubric Capital "), the investment adviser to certain investment funds and/or accounts
(collectively, the " Rubric Funds ") that hold the shares of Common Stock (as defined in Item 2(d) below) reported
herein; and |
| (ii) | David
Rosen (" Mr. Rosen "), Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric
Capital. |
| The
foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ." | |
| The
filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for
the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein. | |

| Item
2(b). | ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| --- | --- |
| | The
address of the principal business office of each of the Reporting Persons is 155 East 44th St, Suite 1630, New York, NY 10017. |
| Item
2(c). | CITIZENSHIP: |
| | Rubric
Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the United States of America. |
| Item
2(d). | TITLE
OF CLASS OF SECURITIES: |
| | Common
stock, $0.001 par value per share (the " Common Stock "). |
| Item
2(e). | CUSIP
NUMBER: |
| | 19459J104 |

Field: Page; Sequence: 4

Field: /Page

CUSIP No. 19459J104 13G/A Page 5 of 7 Pages

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

| (a) | ¨ | Broker
or dealer registered under Section 15 of the Act, |
| --- | --- | --- |
| (b) | ¨ | Bank
as defined in Section 3(a)(6) of the Act, |
| (c) | ¨ | Insurance
Company as defined in Section 3(a)(19) of the Act, |
| (d) | ¨ | Investment
Company registered under Section 8 of the Investment Company Act of 1940, |
| (e) | x | An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ¨ | Employee
Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), |
| (g) | x | Parent
Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), |
| (h) | ¨ | Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance Act, |
| (i) | ¨ | A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ¨ | A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |

| | If filing as a non-U.S. institution in
accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: |
| --- | --- |
| Item
4. | OWNERSHIP . |
| | The information required by Items 4(a) - (c) is set
forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The
percentage set forth in Row (11) of the cover page for each of the Reporting Persons is based on the 32,610,873 shares
of Common Stock outstanding as of October 31, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2023 filed with the Securities and Exchange Commission on November 7, 2023. |
| Item
5. | OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS. |
| | Not
applicable. |
| Item
6. | OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| | See
Item 2. Rubric Capital Master Fund LP, a Rubric Fund, has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, more than 5% of the Common Stock. |
| Item
7. | IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| | Not
applicable. |

Field: Page; Sequence: 5

Field: /Page

CUSIP No. 19459J104 13G/A Page 6 of 7 Pages

| Item
8. | IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| --- | --- |
| | Not
applicable. |
| Item
9. | NOTICE
OF DISSOLUTION OF GROUP. |
| | Not
applicable. |
| Item
10. | CERTIFICATION. |
| | Each
of the Reporting Persons hereby makes the following certification: |
| | By
signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect. |

Field: Page; Sequence: 6

Field: /Page

CUSIP No. 19459J104 13G/A Page 7 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 12, 2024
RUBRIC CAPITAL MANAGEMENT LP
By:	/s/ Michael Nachmani
Name:	Michael Nachmani
Title:	Chief Operating Officer
/s/ David Rosen
DAVID ROSEN

Field: Page; Sequence: 7; Options: Last

Field: /Page