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*
Skyline Venture Partners V LP

(Last) (First) (Middle)
525 UNIVERSITY AVENUE, SUITE 610

(Street)
PALO ALTO CA 94301

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2015
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 05/12/2015 C 1,552,795 A (1) 1,552,795(2) I see footnote(3)
Common Stock 05/12/2015 C 382,323 A (1) 1,935,118(2) I see footnote(3)
Common Stock 05/12/2015 C 864,798 A (1) 2,799,916(2) I see footnote(3)
Common Stock 05/12/2015 P 150,000 A $12 2,949,916 I see footnote(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) 05/12/2015 C 10,714,286 (1) (1) Common Stock 1,552,795 $0.00 0 I see footnote(3)
Series C Convertible Preferred Stock (1) 05/12/2015 C 2,638,030 (1) (1) Common Stock 382,323 $0.00 0 I see footnote(3)
Series D Convertible Preferred Stock (1) 05/12/2015 C 5,881,724 (1) (1) Common Stock 864,798 $0.00 0 I see footnote(3)
1. Name and Address of Reporting Person*
Skyline Venture Partners V LP

(Last) (First) (Middle)
525 UNIVERSITY AVENUE, SUITE 610

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Skyline Venture Management V, LLC

(Last) (First) (Middle)
525 UNIVERSITY AVENUE, SUITE 610

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KANEKO YASUNORI

(Last) (First) (Middle)
525 UNIVERSITY AVENUE, SUITE 610

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
Explanation of Responses:
1. All series of Convertible Preferred Stock automatically converted into Collegium Pharmaceutical, Inc. common stock on a 1-for-6.9 basis immediately prior to the closing of the initial public offering and had no expiration date.
2. Reflects the conversion of preferred stock into Collegium Pharmaceutical, Inc. common stock on a 1-for-6.9 basis which became effective on May 12, 2015.
3. The shares are held by Skyline Venture Partners V, L.P. The general partner of Skyline Venture Partners V, L.P. is Skyline Venture Management V, LLC. John G. Freund and Yasunori Kaneko are managers of Skyline Venture Management V, LLC. These individuals share voting and investment power over the shares held by Skyline Venture Management, LLC and disclaim beneficial ownership of all the shares held by Skyline Venture Partners V, L.P. except to the extent of their proportionate pecuniary interest therein. Dr. Freund is a director of the Issuer and, accordingly, files separate Section 16 reports.
Remarks:
/s/ Kerensa Kenny, Attorney-in-Fact 05/13/2015
** 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 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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