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Filing Details

Accession Number:: 0001181431-14-005688
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-02-07 12:16:49
Reporting Period:: 2014-02-05

Filing Date:: 2014-02-07
Accepted Time:: 2014-02-07 12:16:49
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
1005561	J Peter Barris	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1219855	James M Barrett	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1235112	J Patrick Kerins	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1237289	D Scott Sandell	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1270521	Kittu Krishna Kolluri	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1277631	Forest Baskett	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1302106	D Ryan Drant	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1383389	Nea 12 Gp, Llc	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1383390	Nea Partners 12, Limited Partnership	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1383391	New Enterprise Associates 12, Limited Partnership	1954 Greenspring Drive Suite 600 Timonium MD 21093	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	3,339,281	$0.00	3,339,281	No	4	C	Direct
Common Stock	Acquisiton	2014-02-05	472,410	$7.00	3,811,691	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	P	Direct

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	967,741	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-02-05	8,400,000	$0.00	1,354,838	$0.00
Series B-1 Preferred Stock	Series B-1 Warrants	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	487,143	$1.13	78,571	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2014-02-05	1,462,857	$0.00	235,944	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-02-05	4,840,686	$0.00	780,755	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Direct
0	No	4	C	Direct
0	No	4	X	Direct
1,950,000	No	4	X	Direct
1,462,857	No	4	S	Direct
0	No	4	C	Direct
0	No	4	C	Direct

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.
The shares are directly held by New Enterprise Associates 12, Limited Partnership ("NEA 12") and indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA Partners 12, NEA 12 GP and the individual managers of NEA 12 GP together, the "NEA 12 Indirect Reporting Persons"). The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna "Kittu" Kolluri, and Scott D. Sandell. The NEA 12 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 12 shares in which the NEA 12 Indirect Reporting Persons have no pecuniary interest.
The total represents shares received upon conversion of Series A, Series B, Series B-1 and Series C convertible preferred stock, including three shares issued in connection with the aggregation of fractional shares.
The Series B-1 Warrants were exercisable at any time, at the holder's election, into shares of Series B-1 convertible preferred stock. In accordance with their terms, the Series B-1 Warrants were net exercised immediately prior to the closing of the issuer's initial public offering. The Series B-1 Warrants expire upon an initial public offering of the issuer's common stock.
The sale price of the Series B-1 convertible preferred stock was determined to be $1.129 per share which was the per share fair market value of the Series B-1 Preferred Stock on the date of the sale. The per share fair market value of the Series B-1 Preferred Stock on the date of the sale was determined by dividing the initial public offering price of $7.00 per share by 6.2, which is the number of shares of Series B-1 convertible preferred stock which convert into one share of common stock.
On February 5, 2014, NEA 12 exercised warrants to purchase 550,000 shares of the issuer's Series B-1 convertible preferred stock for $1.00 per share. NEA 12 paid the exercise price on a cashless basis, resulting in the issuer's withholding of 487,143 shares of Series B-1 convertible preferred stock to pay the exercise price and issuing to NEA 12 the remaining 62,857 shares of Series B-1 convertible preferred stock.