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Filing Details

Accession Number:: 0001209191-14-008254
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-02-07 12:06:45
Reporting Period:: 2014-02-05

Filing Date:: 2014-02-07
Accepted Time:: 2014-02-07 12:06:45
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1429560	Trevena Inc	TRVN	Pharmaceutical Preparations (2834)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1117003	Terrance Mcguire	C/O Polaris Venture Partners 1000 Winter Street Waltham MA 02451	Yes	No	Yes	No
1295676	A Jonathan Flint	C/O Polaris Venture Partners 1000 Winter Street Waltham MA 02451	No	No	Yes	No
1439586	Polaris Venture Partners Special Founders' Fund V, L.p.	1000 Winter Street Waltham MA 02451	No	No	Yes	No
1439587	Polaris Venture Partners Entrepreneurs' Fund V, L.p.	1000 Winter Street Waltham MA 02451	No	No	Yes	No
1439588	Polaris Venture Partners Founders' Fund V, L.p.	1000 Winter Street Waltham MA 02451	No	No	Yes	No
1439589	Polaris Venture Management Co. V, L.l.c.	1000 Winter Street Waltham MA 02451	No	No	Yes	No
1439590	Polaris Venture Partners V, L.p.	1000 Winter Street Waltham MA 02451	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-02-05	967,740	$0.00	967,740	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-02-05	1,354,837	$0.00	2,322,577	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-02-05	235,946	$0.00	2,558,523	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-02-05	780,754	$0.00	3,339,277	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-02-05	472,405	$7.00	3,811,682	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2014-02-05	6,000,000	$0.00	967,740	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-02-05	8,400,000	$0.00	1,354,837	$0.00
Series B-1 Preferred Stock	Warrants- Purchase Series B-1 Preferred Stock (right to buy)	Disposition	2014-02-05	550,000	$0.00	550,000	$1.00
Common Stock	Series B-1 Preferred Stock	Acquisiton	2014-02-05	550,000	$1.00	88,709	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2014-02-05	487,132	$1.13	78,569	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2014-02-05	1,462,868	$0.00	235,946	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-02-05	4,840,686	$0.00	780,754	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	X	Indirect
550,000	No	4	X	Indirect
62,868	No	4	S	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect

Footnotes

Each share of convertible preferred stock was convertible at any time, at the holder's election, into the issuer's common stock on a 6.2 to 1 basis. Effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted on a 6.2 to 1 basis into shares of common stock of the issuer. The convertible preferred stock had no expiration date.
Terrance G. McGuire, a director of the issuer, and Jonathan Flint are managing members of Polaris Venture Management Co. V, L.L.C. ("Polaris V"), which is the sole general partner of each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Entrepreneurs' V), Polaris Venture Partners Founders' Fund V, L.P. ("Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Special Founders' V") (collectively, the "Polaris Funds") and may be deemed to beneficially own the shares held by the Polaris Funds. Each of Mr. McGuire, Mr. Flint and Polaris V disclaim beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
Includes one share of common stock issued to the reporting persons in connection with the aggregation of fractional shares.
Consists of (i) 455,844 shares of common stock purchased by PVP V, (ii) 8,883 shares of common stock purchased by Entrepreneurs' V, (iii) 3,121 shares of common stock purchased by Founders' V, and (iv) 4,557 shares of common stock purchased by Special Founders' V.
Consists of (i) 3,678,030 shares held by PVP V, (ii) 71,682 shares held by Entrepreneurs' V, (iii) 25,192 shares held by Founders' V, and (iv) 36,778 shares held by Special Founders' V.
Immediately exercisable.
The warrant expires upon an initial public offering of the issuer's common stock.
PVP V owned warrants to purchase 530,713 shares of Series B-1 Preferred Stock; Entrepreneurs' V owned warrants to purchase 10,343 shares of Series B-1 Preferred Stock; Founders' V owned warrants to purchase 3,636 shares of Series B-1 Preferred Stock; and Special Founders' V owned warrants to purchase 5,308 shares of Series B-1 Preferred Stock.
On February 5, 2014, the Polaris Funds exercised warrants to purchase 550,000 shares of the issuers Series B-1 Preferred stock for $1.00 per share. The Polaris Funds paid the exercise price on a cashless basis, resulting in the issuer's withholding of 487,132 shares of the Series B-1 Preferred Stock to pay the exercise price and issuing to the Polaris Funds the remaining 62,868 shares of Series B-1 Preferred Stock.
The sale price of the Series B-1 Preferred Stock was $1.129 per share (or $7.00 divided by 6.2) which was the per share fair market value of the Series B-1 Preferred Stock on the date of the sale.