SEC Form 4 · accession 0000903423-15-000330
COLLEGIUM PHARMACEUTICAL, INC · COLL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 12, 2015
Accepted (ET)
May 14, 2015 · 2:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001267565
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1,F4,F5 | May 12, 2015 | C | 1,207,729 | — | A | 1,225,253 | I | See Explanation of Responses |
| Common StockF3,F1,F4,F5 | May 12, 2015 | P | 100,000 | $12.00 | A | 1,325,253 | I | See Explanation of Responses |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Convertible Preferred StockF1,F4,F5,F2 | — | May 12, 2015 | C | 8,333,333 | D | — | — | Common Shares | 1,207,729 | 0 | I |
Explanation of responses
- F1David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar IV Advisors, LLC, which is the general partner of TPG Biotechnology GenPar IV, L.P., which is the general partner of TPG Biotechnology Partners IV, L.P. ("TPG Biotech IV"), which directly holds 1,307,729 shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Collegium Pharmaceutical, Inc. (the "Issuer").
- F2On May 12, 2015, the shares of Series D Convertible Preferred Stock (the "Series D Preferred") held by TPG Biotech IV automatically converted into 1,207,729 shares of Common Stock, and 17,524 additional shares of Common Stock were delivered in respect of dividends that had accrued on such shares of Series D Preferred. Pursuant to the Amended and Restated Articles of Incorporation of the Issuer, as amended, the shares of Series D Preferred were convertible, at the option of the holder, at any time into shares of Common Stock, par value $0.001 per share, of the Issuer, at an initial conversion rate equal to one share of Common Stock per share of Series D Preferred. The initial conversion rate was adjusted as a result of a 1-for-6.9 reverse stock split of the Issuer's Common Stock.
- F3On May 12, 2015, TPG Biotech IV acquired 100,000 shares of Common Stock at a price of $12.00 per share in connection with the Issuer's initial public offering.
- F4Because of the relationship between the Reporting Persons and TPG Biotech IV, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech IV. Each of each Reporting Person and TPG Biotech IV disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Biotech IV's pecuniary interest therein, if any.
- F5Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission.