Sec Form 3 Filing - Carlson Douglas R @ COLLEGIUM PHARMACEUTICAL, INC - 2015-05-06

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Carlson Douglas R
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)
VP Corp. Devlp
(Last) (First) (Middle)
780 DEDHAM STREET, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
05/06/2015
(Street)
CANTON, MA02021
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Purchase) $ 0.48 ( 1 ) 05/30/2023 Common Stock 25,362 D
Stock Option (Right to Purchase) $ 0.48 ( 2 ) 05/30/2023 Common Stock 14,492 D
Stock Option (Right to Purchase) $ 0.28 ( 3 ) 03/05/2024 Common Stock 23,841 D
Stock Option (Right to Purchase) $ 5.73 ( 4 ) 03/19/2025 Common Stock 26,025 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carlson Douglas R
780 DEDHAM STREET, SUITE 800
CANTON, MA02021
VP Corp. Devlp
Signatures
/s/ Paul Brannelly as Attorney-In-Fact For Douglas R. Carlson 05/06/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )13,209 options are exercisable. The options vest and become exercisable over a 4-year period commencing on April 3, 2013. Twenty-five percent (25%) of the options vested and became exercisable on April 3, 2014, 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.
( 2 )The options vest and become exercisable upon the closing of a Sale Event (as defined in the reporting person's employment agreement) or a strategic partnership with a third party relating to the development, manufacturing, sale and/or distribution of one or more of our products that occurs before April 3, 2017. If the total consideration received from such strategic partnership exceeds $200 million but is less than $300 million, then 50% of the option will vest. If the total consideration from the strategic partnership exceeds $300 million, then 100% of the options will vest.
( 3 )6,954 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.
( 4 )542 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.

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).

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.