SEC Filing – Collegium Pharmaceutical Inc.

View:

SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Hirsch David

(Last)

(First)

(Middle)

C/O LONGITUDE CAPITAL PARTNERS, LLC

800 EL CAMINO REAL, STE. 220

(Street)

MENLO PARK

94024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2015

3. Issuer Name and Ticker or Trading Symbol
COLLEGIUM PHARMACEUTICAL, INC [ COLL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,860,570⁽¹⁾	⁽¹⁾	I	By: Longitude Venture Partners, L.P.⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	37,290⁽¹⁾	⁽¹⁾	I	By: Longitude Capital Associates, L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	458,102⁽¹⁾	⁽¹⁾	I	By: Longitude Venture Partners, L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	9,182⁽¹⁾	⁽¹⁾	I	By: Longitude Capital Associates, L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	731,214⁽¹⁾	⁽¹⁾	I	By: Longitude Venture Partners, L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,656⁽¹⁾	⁽¹⁾	I	By: Longitude Capital Associates, L.P.⁽²⁾

Explanation of Responses:

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

2. The shares are held by Longitude Venture Partners, L.P. and Longitude Capital Associates, L.P. (collectively, the "Longitude Funds"). Longitude Capital Partners, LLC is the general partner of the Longitude Funds and may be deemed to have sole voting investment and dispositive power over the shares held by the Longitude Funds. Patrick G. Enright and Juliet Tammenoms Bakker are managing members of Longitude Capital Partners, LLC and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by the reporting persons. David Hirsch is a member of Longitude Capital Partners, LLC. Dr. Hirsch disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Paul Brannelly as Attorney-In-Fact For David Hirsch	05/06/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby constitutes

and appoints each of Paul Brannelly and Michael T. Heffernan, with full power

to act singly, as the undersigned's true and lawful attorney-in-fact with full

power of substitution to:



 (1)  execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director and/or beneficial owner

of Collegium Pharmaceutical Inc.  (the "Company"), Form ID Application,

Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act

of 1934, as amended and the rules thereunder;



 (2)  do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and execute

any such Form ID Application, Forms 3, 4 or 5, complete and execute any

amendment or amendments thereto and timely file such forms with the

United States Securities and Exchange Commission and any stock exchange

or similar authority; and



 (3)  take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of such attorney-in-fact, may be of

benefit to, in the best interest of, or legally required by, the undersigned,

it being understood that the documents executed by such attorney-in-fact

on behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-in-fact

may approve in such attorney-in-fact's discretion.



 The undersigned hereby grants to the attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might

or could do if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be

done by virtue of this power of attorney and the rights and powers herein

granted.



 This power of attorney shall remain in full force and effect until

revoked by the undersigned in a signed writing delivered to the attorney-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of the 23rd day of April, 2015.







     /s/David Hirsch, M.D., Ph.D.

     Name: David Hirsch, M.D., Ph.D.

                                        Title: Director