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^*

Fleming Alison B

(Last)

(First)

(Middle)

780 DEDHAM STREET, SUITE 800

(Street)

CANTON

02021

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Product Devlp

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)
Stock Option (right to purchase)	⁽¹⁾	11/01/2015	Common Stock	1,086	$3.38	D
Stock Option (right to purchase)	⁽²⁾	12/01/2016	Common Stock	1,086	$3.38	D
Stock Option (right to purchase)	⁽³⁾	11/01/2017	Common Stock	1,811	$3.38	D
Stock Option (right to purchase)	⁽⁴⁾	04/23/2019	Common Stock	1,811	$0.9	D
Stock Option (right to purchase)	⁽⁵⁾	02/26/2020	Common Stock	1,811	$0.9	D
Stock Option (right to purchase)	⁽⁶⁾	02/08/2021	Common Stock	1,449	$3.31	D
Stock Option (right to purchase)	⁽⁷⁾	05/10/2022	Common Stock	7,246	$0.48	D
Stock Option (right to purchase)	⁽⁸⁾	01/30/2023	Common Stock	12,681	$0.48	D
Stock Option (right to purchase)	⁽⁹⁾	03/05/2024	Common Stock	15,623	$0.28	D
Stock Option (right to purchase)	⁽¹⁰⁾	03/05/2024	Common Stock	14,492	$0.28	D
Stock Option (right to purchase)	⁽¹¹⁾	03/19/2025	Common Stock	60,379	$5.73	D

Explanation of Responses:

1. All 1,086 options are exercisable.

2. All 1,086 options are exercisable.

3. All 1,811 options are exercisable.

4. All 1,811 options are exercisable.

5. All 1,811 options are exercisable.

6. All 1,449 options are exercisable.

7. 5,585 options are exercisable. The options vest and become exercisable over a 4-year period commencing on April 1, 2012. Twenty-five percent (25%) of the options vested and became exercisable on April 1, 2013 and then in equal monthly installments (rounded up to the nearest whole option) at the end of each monthly period over the remaining three years of the 4-year period.

8. 7,397 options are exercisable. The options vest and become exercisable in equal installments (rounded up to the nearest whole option) at the end of each month over a 4-year period commencing on January 24, 2013.

9. 4,557 options are exercisable. The options vest and become exercisable in equal installments (rounded up to the nearest whole option) on a monthly basis over a 4-year period commencing on March 5, 2014.

10. 4,227 options are exercisable. The options vest and become exercisable over a 4-year period commencing on March 5, 2014. Twenty-five percent (25%) of the options vested and became exercisable on March 5, 2015 and then in equal monthly installments (rounded up to the nearest whole option) at the end of each monthly period over the remaining three years of the 4-year period.

11. 1,258 options are exercisable. The options vest and become exercisable in equal installments (rounded up to the nearest whole option) on a monthly basis over a 4-year period commencing on March 19, 2015.

Remarks:

	/s/ Paul Brannelly as Attorney-In-Fact For Alison B. Fleming	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.