SEC Filing – Collegium Pharmaceutical Inc.

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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

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1. Name and Address of Reporting Person^*

Longitude Capital Partners, LLC

(Last)

(First)

(Middle)

800 EL CAMINO REAL SUITE 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)

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)

	Form filed by One Reporting Person
X	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⁾	0.00⁽¹⁾	I⁽²⁾	By Longitude Venture Partners, L.P.⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	37,290⁽¹⁾	0.00⁽¹⁾	I⁽²⁾	By Longitude Capital Associates, L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	458,102⁽¹⁾	0.00⁽¹⁾	I⁽²⁾	By Longitude Venture Partners, L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	9,182⁽¹⁾	0.00⁽¹⁾	I⁽²⁾	By Longitude Capital Associates, L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	731,214⁽¹⁾	0.00⁽¹⁾	I⁽²⁾	By Longitude Venture Partners, L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,656⁽¹⁾	0.00⁽¹⁾	I⁽²⁾	By Longitude Capital Associates, L.P.⁽²⁾

1. Name and Address of Reporting Person^*

Longitude Capital Partners, LLC

(Last)

(First)

(Middle)

800 EL CAMINO REAL SUITE 220

(Street)

MENLO PARK

94024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Longitude Capital Associates, L.P.

(Last)

(First)

(Middle)

800 EL CAMINO REAL SUITE 220

(Street)

MENLO PARK

94024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Longitude Venture Partners L.P.

(Last)

(First)

(Middle)

800 EL CAMINO REAL SUITE 220

(Street)

MENLO PARK

94024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Tammenoms Bakker Juliet

(Last)

(First)

(Middle)

800 EL CAMINO REAL SUITE 220

(Street)

MENLO PARK

94024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ENRIGHT PATRICK G

(Last)

(First)

(Middle)

800 EL CAMINO REAL SUITE 220

(Street)

MENLO PARK

94024

(City)

(State)

(Zip)

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. This report is filed jointly by Longitude Capital Partners, LLC ("LCP"), Longitude Venture Partners, L.P. ("LVP"), Longitude Capital Associates, L.P. ("LCA"), Patrick G. Enright ("Enright") and Juliet Tammenoms Bakker ("Bakker"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. LCP, as general partner of each of LVP and LCA, has the power to vote and dispose of securities held by each of them and may be deemed to have beneficial ownership of the shares owned by LVP and LCA. Enright and Bakker are each managing members of LCP and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by the reporting persons. Each of LCP, Enright and Bakker disclaims beneficial ownership of the securities of the Issuer held by LVP and LCA except to the extent of their respective pecuniary interest therein.

Remarks:

	/s/ Longitude Capital Partners, LLC by Patrick G. Enright Managing Member	05/08/2015
	/s/ Longitude Capital Associates, L.P. by Longitude Capital Partners, LLC, General Partner, by Patrick G. Enright, Managing Member	05/08/2015
	/s/ Longitude Venture Partners, L.P. by Longitude Capital Partners, LLC, General Partner, by Patrick G. Enright, Managing Member	05/08/2015
	/s/ Juliet Tammenoms Bakker, Managing Member	05/08/2015
	/s/ Patrick G. Enright, Managing Member	05/08/2015
	** Signature of Reporting Person	Date
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