SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fleming Alison B

(Last)

(First)

(Middle)

C/O COLLEGIUM PHARMACEUTICAL, INC.

780 DEDHAM STREET, SUITE 800

(Street)

CANTON

02021

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2017		M		1,950	A	$0.28	28,513	D
Common Stock	11/17/2017		S⁽¹⁾		1,950	D	$17	26,563	D
Common Stock	11/17/2017		M		1,239	A	$0.28	27,802	D
Common Stock	11/17/2017		S⁽¹⁾		1,239	D	$17	26,563	D
Common Stock	11/17/2017		S⁽¹⁾		840	D	$17	25,723	D
Common Stock	11/21/2017		M		572	A	$0.28	26,295	D
Common Stock	11/21/2017		S⁽¹⁾		572	D	$19	25,723	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to purchase)	$0.28	11/17/2017		M			1,950	⁽²⁾	03/05/2024	Common Stock	1,950	$0	4,225	D
Stock option (right to purchase)	$0.28	11/17/2017		M			1,239	⁽³⁾	03/05/2024	Common Stock	1,239	$0	4,489	D
Stock option (right to purchase)	$0.28	11/21/2017		M			572	⁽³⁾	03/05/2024	Common Stock	572	$0	3,917	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 16, 2017.

2. 2,600 option shares are exercisable. The option, initially representing a right to purchase a total of 15,623 shares, vests and becomes exercisable in equal installments (rounded up to the nearest whole share of common stock) on a monthly basis over a four-year period commencing on March 5, 2014, subject to the reporting person's continued service with the issuer.

3. 2,410 option shares are exercisable. The option, initially representing a right to purchase a total of 14,492 shares, vests and becomes exercisable over a four-year period commencing on March 5, 2014. Twenty-five percent (25%) of the option vested and became exercisable on March 5, 2015 and the balance vests in equal monthly installments (rounded up to the nearest whole share of common stock) at the end of each monthly period over the remaining three years of the four-year period, subject to the reporting person's continued service with the issuer.

Remarks:

	/s/ Paul Brannelly as Attorney-In-Fact For Alison B. Fleming	11/21/2017
	** 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 4 (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).
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