0001104659-21-022999.txt : 20210216 0001104659-21-022999.hdr.sgml : 20210216 20210216082501 ACCESSION NUMBER: 0001104659-21-022999 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210216 DATE AS OF CHANGE: 20210216 GROUP MEMBERS: DAVID ROSEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLLEGIUM PHARMACEUTICAL, INC CENTRAL INDEX KEY: 0001267565 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88843 FILM NUMBER: 21632773 BUSINESS ADDRESS: STREET 1: 100 TECHNOLOGY CENTER DRIVE CITY: STOUGHTON STATE: MA ZIP: 02072 BUSINESS PHONE: 781-713-3699 MAIL ADDRESS: STREET 1: 100 TECHNOLOGY CENTER DRIVE CITY: STOUGHTON STATE: MA ZIP: 02072 FORMER COMPANY: FORMER CONFORMED NAME: COLLEGIUM PHARMACEUTICAL INC DATE OF NAME CHANGE: 20031020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rubric Capital Management LP CENTRAL INDEX KEY: 0001687509 IRS NUMBER: 300934659 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 155 EAST 44TH ST, SUITE 1630 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124181881 MAIL ADDRESS: STREET 1: 155 EAST 44TH ST, SUITE 1630 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 tm216579d1_sc13g.htm SC 13G

 

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. )*
 
Collegium Pharmaceutical, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value per share
(Title of Class of Securities)
 
19459J104
(CUSIP Number)
 
December 31, 2020
(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)

 

 

*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)

 

(Page 1 of 8 Pages)

 

 

 

 

 

 

CUSIP No. 19459J104

 

13G Page 2 of 8 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

1,926,283 shares of Common Stock

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

1,926,283 shares of Common Stock

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,926,283 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)

5.57%

 

12

TYPE OF REPORTING PERSON

PN, IA

 

 

 

 

 

CUSIP No. 19459J104

 

13G Page 3 of 8 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

1,926,283 shares of Common Stock

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

1,926,283 shares of Common Stock

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,926,283 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)

5.57%

 

12

TYPE OF REPORTING PERSON

IN

 

 

 

 

 

CUSIP No. 19459J104

 

13G Page 4 of 8 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). NAME OF PERSON FILING:
   
  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

 

 

 

 

CUSIP No. 19459J104

 

13G Page 5 of 8 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 34,582,324 shares of Common Stock outstanding as of October 31, 2020, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the Securities and Exchange Commission on November 5, 2020.

 

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.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

 

 

 

CUSIP No. 19459J104

 

13G Page 6 of 8 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.

 

 

 

 

CUSIP No. 19459J104

 

13G Page 7 of 8 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, 2021

 

RUBRIC CAPITAL MANAGEMENT LP

 
   
By: /s/ Michael Nachmani  
Name: Michael Nachmani  
Title: Chief Operating Officer  

 

/s/ David Rosen  
DAVID ROSEN  

 

 

 

 

CUSIP No. 19459J104

 

13G Page 8 of 8 Pages

 

EXHIBIT 1

 

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

DATED: February 12, 2021

 

RUBRIC CAPITAL MANAGEMENT LP

 
   
By: /s/ Michael Nachmani  
Name: Michael Nachmani  
Title: Chief Operating Officer  

 

/s/ David Rosen  
DAVID ROSEN