Form SC 13G/A COLLEGIUM PHARMACEUTICAL Filed by: Partner Fund Management, L.P.

February 14, 2018 4:18 PM

  

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No.    2  )*
 

Collegium Pharmaceutical, Inc.

 

(Name of Issuer)

 

Common stock, par value $0.001 per share

 

(Title of Class of Securities)

 

19459J104

 

(CUSIP Number)

 

December 31, 2017

 

Date of Event Which Requires Filing of the Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
xRule 13d-1(c)
¨Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

  

CUSIP No. 19459J104 13G/A Page 2 of 13 Pages

  

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Partner Fund Management, L.P.

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

0

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

 

12.

 

TYPE OF REPORTING PERSON

IA; PN

 

 

 

CUSIP No. 19459J104 13G/A Page 3 of 13 Pages

  

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Partner Fund Management GP, LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

 

12.

 

TYPE OF REPORTING PERSON

OO

 

 

 

CUSIP No. 19459J104 13G/A Page 4 of 13 Pages

  

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Partner Investment Management, L.P.

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

 

12.

 

TYPE OF REPORTING PERSON

IA; PN

 

 

 

CUSIP No. 19459J104 13G/A Page 5 of 13 Pages

  

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Partner Investment Management GP, LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ 

(b) x

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

 

12.

 

TYPE OF REPORTING PERSON

OO

 

 

 

CUSIP No. 19459J104 13G/A Page 6 of 13 Pages

  

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Brian D. Grossman

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

 

12.

 

TYPE OF REPORTING PERSON

IN

 

 

 

CUSIP No. 19459J104 13G/A Page 7 of 13 Pages

  

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Christopher M. James

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

 

12.

 

TYPE OF REPORTING PERSON

IN

 

 

 

CUSIP No. 19459J104 13G/A Page 8 of 13 Pages

  

Item 1(a)Name of Issuer

Collegium Pharmaceutical, Inc.

 

Item 1(b)Address of Issuer’s Principal Executive Offices
780 Dedham Street, Suite 800, Canton, Massachusetts 02021

  

Item 2(a)Name of Person Filing
This Schedule 13G/A is being jointly filed by Partner Fund Management, L.P. (“PFM”), Partner Fund Management GP, LLC (“PFM-GP”), Partner Investment Management, L.P. (“PIM”), Partner Investment Management GP, LLC (“PIM-GP”), Brian D. Grossman (“Grossman”) and Christopher M. James (“James” and, collectively with PFM, PFM-GP, PIM, PIM-GP and Grossman, the “Reporting Persons”) with respect to shares of common stock of the above-named issuer.

 

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

 

Item 2(b)Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is c/o Partner Fund Management, L.P., 4 Embarcadero Center, Suite 3500, San Francisco, CA 94111.

 

Item 2(c)Citizenship
Each of PFM and PIM is organized as a limited partnership under the laws of the State of Delaware. Each of PFM-GP and PIM-GP is organized as a limited liability company under the laws of the State of Delaware. Each of Grossman and James is a U.S. citizen.

 

Item 2(d)Title of Class of Securities
Common stock, $0.001 par value

 

Item 2(e)CUSIP Number
19459J104

 

Item 3If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)¨ Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)¨ Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)¨ Investment company registered under Section 8 of the Investment Company Act;

 

(e)¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
(f)¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

 

CUSIP No. 19459J104 13G/A Page 9 of 13 Pages

   

(g)¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

(k)¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

  

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

 

  

CUSIP No. 19459J104 13G/A Page 10 of 13 Pages

 

Item 4Ownership

 

A.Partner Fund Management, L.P. and Partner Fund Management GP, LLC

 

(a)Each of PFM and PFM-GP beneficially owns no shares of Common Stock.

 

(b)The number of shares PFM and PFM-GP may be deemed to beneficially own constitutes 0% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 0

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 0

 

B.Partner Investment Management, L.P. and Partner Investment Management GP, LLC

 

(a)Each of PIM and PIM-GP beneficially owns no shares of Common Stock.

 

(b)The number of shares PIM and PIM-GP may be deemed to beneficially own constitutes 0% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 0

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 0

 

 

 

CUSIP No. 19459J104 13G/A Page 11 of 13 Pages

 

C.Brian D. Grossman

 

(a)Grossman beneficially owns no shares of Common Stock.

 

(b)The number of shares Grossman may be deemed to beneficially own constitutes 0% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 0

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 0

 

D.Christopher M. James

 

(a)James beneficially owns no shares of Common Stock.

 

(b)The number of shares James may be deemed to beneficially own constitutes 0% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 0

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 0

 

Item 5Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

 

Item 6Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

See Item 2 above

 

Item 8Identification and Classification of Members of the Group

Not Applicable

 

Item 9Notice of Dissolution of Group

Not Applicable

 

  

 

 

CUSIP No. 19459J104 13G/A Page 12 of 13 Pages

  

Item 10Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

CUSIP No. 19459J104 13G/A Page 13 of 13 Pages

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 14th day of February, 2018.

 

PARTNER FUND MANAGEMENT, L.P.   PARTNER FUND MANAGEMENT GP, LLC
         
By: Partner Fund Management GP, LLC   By: /s/ Darin Sadow
  its general partner     Darin Sadow, Authorized Signatory
         
By: /s/ Darin Sadow      
  Darin Sadow, Authorized Signatory      
         
PARTNER INVESTMENT MANAGEMENT, L.P.   PARTNER INVESTMENT MANAGEMENT GP, LLC
         
By: Partner Investment Management GP, LLC,   By: /s/ Darin Sadow
  its general partner     Darin Sadow, Authorized Signatory
         
By: /s/ Darin Sadow      
  Darin Sadow, Authorized Signatory      
         
BRIAN D. GROSSMAN   CHRISTOPHER M. JAMES
         
By: /s/ Darin Sadow   By: /s/ Darin Sadow
  Darin Sadow, attorney-in-fact*     Darin Sadow, attorney-in-fact**

 

 

*Darin Sadow is signing on behalf of Brian Grossman as attorney-in-fact pursuant to a power of attorney dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing by certain of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011.
**Darin Sadow is signing on behalf of Christopher M. James as attorney-in-fact pursuant to a power of attorney dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing by certain of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011.

 

 

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