Statement of Changes in Beneficial Ownership (4)
May 22 2020 - 4:24PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
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Freund John Gordon |
2. Issuer Name and Ticker or Trading Symbol
COLLEGIUM PHARMACEUTICAL, INC
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COLL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SKYLINE VENTURE PARTNERS V, L.P., 525 UNIVERSITY AVE. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/20/2020 |
(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/20/2020 | | A | | 4047 (1) | A | $0 | 11007 | D | |
Common Stock | | | | | | | | 8625 | I | By: Skyline Venture Management V, LLC (2) |
Common Stock | | | | | | | | 34788 | I | By: John Freund Family Partnership IV, L.P. (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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) | $22.05 | 5/20/2020 | | A | | 8095 | | (4) | 5/20/2030 | Common Stock | 8095 | $0 | 8095 | D | |
Explanation of Responses: |
(1) | Reflects the grant of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest on May 20, 2021, subject to the director's continued service with the issuer. The restricted stock units will be settled on such date, or, upon the election of the director, on the earlier of the end of the director's service on the Board of Directors, the director's death or disability, or a change in control of the issuer, in shares of the issuer's common stock. |
(2) | The shares are held by 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 V, LLC. The reporting person disclaims beneficial ownership of all the shares held by Skyline Venture Management V, LLC except to the extent of his proportionate pecuniary interest therein. |
(3) | The shares are held by the John Freund Family Partnership IV, L.P. ("Freund LP"). The reporting person is the trustee and beneficiary of the The John G. Freund Revocable Trust u/a/d 6/26/01 which serves as the general partner of Freund LP. The reporting person disclaims beneficial ownership of the shares held by Freund LP except to the extent of his proportionate pecuniary interest therein. |
(4) | The option vests and becomes exercisable on May 20, 2021, subject to the director's continued service with the issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Freund John Gordon C/O SKYLINE VENTURE PARTNERS V, L.P. 525 UNIVERSITY AVE. PALO ALTO, CA 94301 | X |
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Signatures
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/s/ Paul Brannelly as Attorney-In-Fact For John G. Freund, MD | | 5/22/2020 |
**Signature of Reporting Person | Date |
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