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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:

¨Rule 13d-1(b)
¨Rule 13d-1(c)
xRule 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

 

 

CUSIP No. 19459J104   13G   Page 2 of 10 Pages

 

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Longitude Capital Partners, LLC		    
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)    ¨
(b)    ¨

    
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
 
3,321,842 (1)
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
3,321,842 (1)

 

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,321,842 (1)		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    

¨

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.6% (2)		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO		    

 

(1)Consists of (i) 3,256,572 shares of Common Stock held of record by LVP, and (ii) 65,270 shares of Common Stock held of record by LCA.

(2)Based on 28,610,551 shares of Common Stock outstanding as of October 31, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed by the Issuer with the Securities and Exchange Commission on November 10, 2016.

 

 

 

 

 

CUSIP No. 19459J104   13G   Page 3 of 10 Pages

 

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Longitude Capital Associates L.P.		    
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)    ¨
(b)    ¨

    
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
 
3,321,842 (1)
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
3,321,842 (1)

 

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,321,842 (1)		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    

¨

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.6% (2)		    
12.   TYPE OF REPORTING PERSON (see instructions)

PN		    

 

(1)Consists of (i) 3,256,572 shares of Common Stock held of record by LVP, and (ii) 65,270 shares of Common Stock held of record by LCA.

(2)Based on 28,610,551 shares of Common Stock outstanding as of October 31, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed by the Issuer with the Securities and Exchange Commission on November 10, 2016.

 

 

 

 

 

CUSIP No. 19459J104   13G   Page 4 of 10 Pages

         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Longitude Venture Partners L.P. 		   
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)    ¨
(b)    ¨

    
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
 
3,321,842 (1)
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
3,321,842 (1)

 

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,321,842 (1)		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    

¨

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.6% (2)		    
12.   TYPE OF REPORTING PERSON (see instructions)

PN		    

 

(1)Consists of (i) 3,256,572 shares of Common Stock held of record by LVP, and (ii) 65,270 shares of Common Stock held of record by LCA.

(2)Based on 28,610,551 shares of Common Stock outstanding as of October 31, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed by the Issuer with the Securities and Exchange Commission on November 10, 2016.

 

 

 

 

 

CUSIP No. 19459J104   13G   Page 5 of 10 Pages

 

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Juliet Tammenoms Bakker		    
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(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
 
3,327,470 (1)
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
3,327,470 (1)

 

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,327,470 (1)		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    

¨

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.6% (2)		    
12.   TYPE OF REPORTING PERSON (see instructions)

IN		    

 

(1)Consists of (i) 5,628 shares of Common Stock subject to stock option awards that have been granted to Dr. Hirsch in his capacity as a director of the Issuer and are exercisable as of or within 60 days after December 31, 2016, (ii) 3,256,572 shares of Common Stock held of record by LVP, and (iii) 65,270 shares of Common Stock held of record by LCA.

(2)Based on 28,616,179 shares of Common Stock, calculated as follows: (i) 5,628 shares of Common Stock subject to stock option awards that have been granted to Dr. Hirsch in his capacity as a director of the Issuer and are exercisable as of or within 60 days after December 31, 2016, plus (ii) 28,610,551 shares of Common Stock outstanding as of October 31, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed by the Issuer with the Securities and Exchange Commission on November 10, 2016.

 

 

 

 

 

CUSIP No. 19459J104   13G   Page 6 of 10 Pages

         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Patrick G. Enright		    
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(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
 
3,327,470 (1)
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
3,327,470 (1)

 

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,327,470 (1)		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    

¨

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.6% (2)		    
12.   TYPE OF REPORTING PERSON (see instructions)

IN		    

 

(1)Consists of (i) 5,628 shares of Common Stock subject to stock option awards that have been granted to Dr. Hirsch in his capacity as a director of the Issuer and are exercisable as of or within 60 days after December 31, 2016, (ii) 3,256,572 shares of Common Stock held of record by LVP, and (iii) 65,270 shares of Common Stock held of record by LCA.

(2)Based on 28,616,179 shares of Common Stock, calculated as follows: (i) 5,628 shares of Common Stock subject to stock option awards that have been granted to Dr. Hirsch in his capacity as a director of the Issuer and are exercisable as of or within 60 days after December 31, 2016, plus (ii) 28,610,551 shares of Common Stock outstanding as of October 31, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed by the Issuer with the Securities and Exchange Commission on November 10, 2016.

 

 

 

 

 

CUSIP No. 19459J104   13G   Page 7 of 10 Pages

         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

David Hirsch		    
2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(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
 
3,327,470 (1)
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
3,327,470 (1)

 

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,327,470 (1)		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    

¨

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.6% (2)		    
12.   TYPE OF REPORTING PERSON (see instructions)

IN		    

 

(1)Consists of (i) 5,628 shares of Common Stock subject to stock option awards that have been granted to Dr. Hirsch in his capacity as a director of the Issuer and are exercisable as of or within 60 days after December 31, 2016, (ii) 3,256,572 shares of Common Stock held of record by LVP, and (iii) 65,270 shares of Common Stock held of record by LCA.

(2)Based on 28,616,179 shares of Common Stock, calculated as follows: (i) 5,628 shares of Common Stock subject to stock option awards that have been granted to Dr. Hirsch in his capacity as a director of the Issuer and are exercisable as of or within 60 days after December 31, 2016, plus (ii) 28,610,551 shares of Common Stock outstanding as of October 31, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed by the Issuer with the Securities and Exchange Commission on November 10, 2016.

 

 

 

 

 

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 Amendment No. 1 to the Schedule 13G filed September 22, 2015 (the “Statement”) is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively the “Reporting Persons”): Longitude Venture Partners, L.P. (“LVP”); Longitude Capital Associates, L.P. (“LCA”); each of LVP’s and LCA’s sole general partner, Longitude Capital Partners, LLC (“LCP”); a member of LCP and a director of the Issuer, Dr. David Hirsch; and LCP’s two managing members, Ms. Juliet Tammenoms Bakker and Mr. Patrick G. Enright.

 

The Reporting Persons have entered into a Joint Filing Agreement, dated September 22, 2015, a copy of which is filed as Exhibit A to the Statement, pursuant to which the Reporting Persons have agreed to file the Statement and all amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

Item 2(b) Address of Principal Business Office, or if None, Residence:

 

The address of the principal business office of each Reporting Person is 800 El Camino Real, Suite 220, Menlo Park, California 94025.

 

Item 2(c). Citizenship:

 

LCP is a limited liability company organized under the laws of the State of Delaware. LVP and LCA are each limited partnerships organized under the laws of the State of Delaware. Ms. Bakker, Mr. Enright and Dr. Hirsch are citizens of the United States of America.

 

Item 2(d). Title of Class of Securities:

 

Common stock, par value $0.001 per share (“Common Stock”).

 

Item 2(e). CUSIP Number:

 

19459J104.

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4. Ownership.

 

  (a) Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person.*

 

  (b) Percent of class:

See Row 11 of the cover page for each Reporting Person.

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person.*

 

 8 

 

 

 

  (ii) Shares power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person.*

 

  (iii) Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person.*

 

  (iv) Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person.*

 

* Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his, her or its pecuniary interest therein.

 

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.

 

The response to Item 2(a) of this Statement is incorporated herein by reference.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

The response to Item 2(a) of this Statement is incorporated herein by reference.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of the Group.

 

Not applicable.

 

Item 10. Certifications.

 

Not applicable.

 

 9 

 

 

 

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 10, 2017

 

    LONGITUDE VENTURE PARTNERS, L.P.
     
    By: LONGITUDE CAPITAL PARTNERS, LLC
    Its:  General Partner
     
    By: /s/ Patrick G. Enright
      Patrick G. Enright, Managing Member
       
       
       
    LONGITUDE CAPITAL ASSOCIATES, L.P.
     
    By: LONGITUDE CAPITAL PARTNERS, LLC
    Its:  General Partner
     
    By: /s/ Patrick G. Enright
      Patrick G. Enright, Managing Member
       
       
       
    LONGITUDE CAPITAL PARTNERS, LLC
     
    By: /s/ Patrick G. Enright
      Patrick G. Enright, Managing Member
       
       
       
    By: /s/ Patrick G. Enright
      Patrick G. Enright
       
       
       
    By: /s/ Juliet Tammenoms Bakker
      Juliet Tammenoms Bakker
       
       
       
    By: /s/ David Hirsch
      David Hirsch

 

 10