Item 1.
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Security and Issuer.
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This Amendment No. 2 (Amendment No. 2) to Schedule 13D amends the statement on Schedule 13D filed on March 24, 2016
(the Original Schedule 13D), as amended by Amendment No. 1 as filed with the Securities and Exchange Commission on February 26, 2018 (Amendment 1 and together with the Original Schedule 13D and this Amendment
No. 2, the Schedule 13D) with respect to the Common Stock of Collegium Pharmaceutical, Inc. (the Issuer), having its principal executive office at 780 Dedham Street, Canton, MA 02021. Except as otherwise specified in
this Amendment No. 2, all items in the Original Schedule 13D, as amended by Amendment 1, are unchanged. All capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings ascribed to such terms in the
Original Schedule 13D.
Item 3.
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Source and Amount of Funds or Other Consideration
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Prior to the Issuers initial public offering (the IPO), FH VI purchased from the Issuer in a series of private transactions 4,019,183 shares
of Series A Convertible Preferred Stock (Series A Stock), 1,533,399 shares of Series B Convertible Preferred Stock (Series B Stock), 2,705,585 shares of Series C Convertible Preferred Stock (Series C Stock) and
3,676,078 shares of Series D Convertible Preferred Stock (Series D Stock) for an aggregate purchase price of $14,379,220. At the time of the IPO, FH VI purchased 150,000 shares of Common Stock of the Issuer at the IPO price of $12.00 per
share. Immediately prior to the closing of the IPO, the shares of Series A Stock, Series B Stock, Series C Stock and Series D Stock held by FH VI automatically converted into 1,737,332 shares of Common Stock of the Issuer, resulting in FH VI holding
a total of 1,877,332 shares of the Issuers Common Stock at such time. On January 22, 2020, FH VI effected an in-kind pro rata stock distribution, pursuant to which it distributed a total of 943,666
shares of the Issuers Common Stock to its limited partners and general partner. FH VI holds 943,666 shares of the Issuers Common Stock as of the date of this filing (the FH VI Shares) and FHM VI LP holds 188,733 shares of the
Issuers Common Stock as of the date of this filing (the FH VI LP Shares).
The working capital of FH VI was the source of the funds for
the purchase of the FH VI Shares. FHM VI LP received the FH VI LP Shares as a result of the in-kind distribution that FH VI effected on January 22, 2020. No part of the purchase price of the FH VI Shares
or the FH VI LP Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the FH VI Shares or FH VI LP Shares, as the case may be.
Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
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(a)
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FH VI is the record owner of the FH VI Shares. As the sole general partner of FH VI, FHM VI LP may be deemed to
own beneficially the FH VI Shares. As the sole general partner of FHM VI LP, FHM VI LLC may be deemed to own beneficially the FH VI Shares. As members of FHM VI LLC, each of the Members may be deemed to own beneficially the FH VI Shares. Each
Reporting Person disclaims beneficial ownership of all FH VI Shares other than those shares which such person owns of record.
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FHM VI LP is the record owner of the FH VI LP Shares. As the sole general partner of FHM VI LP, FHM VI LLC may be deemed to own
beneficially the FH VI LP Shares. As members of FHM VI LLC, each of the Members may be deemed to own beneficially the FH VI LP Shares. Each Reporting Person disclaims beneficial ownership of all FH VI LP Shares other than those shares which
such person owns of record.
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