Sec Form 4 Filing - Frazier Healthcare VI, L.P. @ COLLEGIUM PHARMACEUTICAL, INC - 2015-05-12

FORM 4 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

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1. Name and Address of Reporting Person Frazier Healthcare VI, L.P. 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) (Last) (First) (Middle) 601 UNION STREET, SUITE 3200, 3. Date of Earliest Transaction (MM/DD/YY) 05/12/2015 (Street) SEATTLE, WA98101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock 05/12/2015 C 582,490 A 582,490 ( 2 ) D ( 3 ) Common Stock 05/12/2015 C 222,231 A 804,721 ( 2 ) D ( 3 ) Common Stock 05/12/2015 C 392,113 A 1,196,834 ( 2 ) D ( 3 ) Common Stock 05/12/2015 C 540,498 A 1,737,332 ( 2 ) D ( 3 ) Common Stock 05/12/2015 P 150,000 A $ 12 1,887,332 D ( 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 (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 Series A Convertible Stock ( 1 ) 05/12/2015 C 4,019,183 ( 1 ) ( 1 ) Common Stock 582,490 ( 2 ) $ 0 0 D ( 3 ) Series B Convertible Stock ( 1 ) 05/12/2015 C 1,533,399 ( 1 ) ( 1 ) Common Stock 222,231 ( 2 ) $ 0 0 D ( 3 ) Series C Convertible Stock ( 1 ) 05/12/2015 C 2,705,585 ( 1 ) ( 1 ) Common Stock 392,113 ( 2 ) $ 0 0 D ( 3 ) Series D Convertible Stock ( 1 ) 05/12/2015 C 3,676,078 ( 1 ) ( 1 ) Common Stock 540,498 ( 2 ) $ 0 0 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Frazier Healthcare VI, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X FHM VI, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X FHM VI, L.L.C. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X FRAZIER ALAN D C/O FRAZIER HEALTHCARE VI, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Naini Nader J C/O FRAZIER HEALTHCARE VI, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Topper James N C/O FRAZIER HEALTHCARE VI, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Every Nathan R C/O FRAZIER HEALTHCARE VI, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Signatures Frazier Healthcare VI, L.P., By: FHM VI, L.P., its general partner, By FHM VI, LLC, its general partner, By: /s/ Steve Bailey, Chief Financial Officer 05/13/2015 Signature of Reporting Person Date FHM VI, L.P., By: FHM VI, LLC, its general partner, By: /s/ Steve Bailey, Chief Financial Officer 05/13/2015 Signature of Reporting Person Date FHM VI, LLC, By: /s/ Steve Bailey, Chief Financial Officer 05/13/2015 Signature of Reporting Person Date /s/ Alan Frazier 05/13/2015 Signature of Reporting Person Date /s/ Nader Naini 05/13/2015 Signature of Reporting Person Date /s/ James Topper 05/13/2015 Signature of Reporting Person Date /s/ Nathan Every 05/13/2015 Signature of Reporting Person Date

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 )This report is filed jointly by Frazier Healthcare VI, L.P. ("FHVI"), FHM VI, L.P. ("FHM LP"), FHM VI, LLC ("FHM LLC"), Nathan Every ("Every"), Alan Frazier ("Frazier"), Patrick Heron ("Heron"), Nader Naini ("Naini") and James Topper ("Topper"). The shares are held by FHVI. The general partner of FHVI is FHM LP, a limited partnership, the general partner of which is FHM LLC. The members of FHM LLC are Every, Frazier, Naini, Heron, and Topper. These individuals share voting and investment power over the shares held by FHVI. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.

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).

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