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Filing Details

Accession Number:: 0001140361-19-009016
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-13 18:06:01
Reporting Period:: 2019-05-09

Accepted Time:: 2019-05-13 18:06:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1563880	Trevi Therapeutics Inc.	TRVI	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	No
1099776	G James Coulter	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	No
1495741	Tpg Group Holdings (Sbs) Advisors, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	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	2019-05-09	5,773,000	$0.00	5,773,000	No	4	C	Indirect	See Explanation of Responses
Common Stock	Acquisiton	2019-05-09	800,000	$10.00	6,573,000	No	4	P	Indirect	See Explanation of Responses
Common Stock	Disposition	2019-05-09	48,681	$0.00	6,524,319	No	4	J	Indirect	See Explanation of Responses

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

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	2019-05-09	13,164,257	$0.00	1,876,575	$0.00
Common Stock	Series B Preferred Stock	Disposition	2019-05-09	21,739,130	$0.00	2,945,488	$0.00
Common Stock	Series C Preferred Stock	Disposition	2019-05-09	8,243,948	$0.00	950,937	$0.00
Common Stock	Call Option (obligation to sell)	Disposition	2019-05-09	1	$0.00	1,500,000	$0.00
Common Stock	Call Option (obligation to sell)	Disposition	2019-05-09	1	$0.00	200,000	$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	C	Indirect
1	No	4	J	Indirect
1	No	4	J	Indirect

Footnotes

David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnologies GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 6,524,319 shares of Common Stock ("Common Stock") of Trevi Therapeutics, Inc. (the "Issuer").
Pursuant to the Third Amended and Restated Certificate of Incorporation of the Issuer (the "Certificate of Incorporation"), on May 9, 2019, the (a) shares of Series A Preferred Stock of the Issuer (the "Series A Preferred") held by TPG Biotech III automatically converted into 1,876,575 shares of Common Stock, (b) shares of Series B Preferred Stock of the Issuer (the "Series B Preferred") held by TPG Biotech III automatically converted into 2,945,488 shares of Common Stock, and (c) shares of Series C Preferred Stock of the Issuer (the "Series C Preferred" and, together with the Series A Preferred and the Series B Preferred, the "Preferred Stock") held by TPG Biotech III automatically converted into 950,937 shares of Common Stock.
On May 9, 2019, in connection with the Issuer's initial public offering, TPG Biotech III acquired 800,000 shares of Common Stock at a price of $10.00 per share.
On May 9, 2019, in connection with the Issuer's initial public offering, TPG Biotech III transferred 48,681 shares of Common Stock to existing stockholders of the Company for no consideration.
Pursuant to the Certificate of Incorporation, the Preferred Stock (and, in each case, dividends that had accrued thereon) had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to one share of Common Stock per share of Preferred Stock. The initial conversion rate had been adjusted as a result of a 9.5-for-1 reverse stock split of the Common Stock.
On May 9, 2019, in connection with the Issuer's initial public offering, TPG Biotech III granted a call option to an existing stockholder of the Company (the "NEA Call Option"). Pursuant to its terms, the NEA Call Option is exercisable at any time by its holder during the period from May 9, 2019 until May 6, 2022. The NEA Call Option may be exercisable once with respect to up to 1,500,000 shares of Common Stock at an exercise price equal to $0.001 per share.
On May 9, 2019, in connection with the Issuer's initial public offering, TPG Biotech III granted a call option to an existing stockholder of the Company (the "Omega Call Option"). Pursuant to its terms, the Omega Call Option is exercisable at any time by its holder during the period from May 9, 2019 until May 6, 2022. The Omega Call Option may be exercisable once with respect to up to 200,000 shares of Common Stock at an exercise price equal to $0.001 per share.
Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.