| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
Trevi Therapeutics, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
89532M101 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons Frazier Life Sciences Public Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,819,620.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of 8,818,620 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons FHMLSP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,819,620.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of 8,818,620 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons FHMLSP, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,819,620.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of 8,818,620 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons Frazier Life Sciences X, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 428,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of 428,000 shares of Common Stock held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons FHMLS X, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 428,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of 428,000 shares of Common Stock held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons FHMLS X, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 428,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of 428,000 shares of Common Stock held directly by Frazier Life Sciences X, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons Frazier Life Sciences XI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,417,154.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of 1,417,154 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons FHMLS XI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,417,154.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of 1,417,154 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons FHMLS XI, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,417,154.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of 1,417,154 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons James N. Topper | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 10,664,774.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of (i) 8,819,620 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (ii) 428,000 shares of Common Stock held directly by Frazier Life Sciences X, L.P., and (iii) 1,417,154 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons Patrick J. Heron | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 10,664,774.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of (i) 8,819,620 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P., (ii) 428,000 shares of Common Stock held directly by Frazier Life Sciences X, L.P., and (iii) 1,417,154 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLS X, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences X, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons Albert Cha | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,819,620.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of 8,818,620 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons James Brush | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,819,620.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of 8,818,620 shares of Common Stock held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 89532M101 |
| 1 | Names of Reporting Persons Daniel Estes | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,417,154.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The shares listed in rows 6, 8 and 9 consist of 1,417,154 shares of Common Stock held directly by Frazier Life Sciences XI, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P.
The percentage listed in row 11 is calculated based on (i) 76,865,711 shares of Common Stock outstanding on October 31, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024, and (ii) 12,500,000 shares of Common Stock that were sold by the Issuer in connection with its public offering as described in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(5) on December 16, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Trevi Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive
offices: 195 Church Street, 16th Floor, New Haven, CT, 06510. | |
| Item 2. | ||
| (a) | Name of person filing: The entities and persons filing this statement (collectively, the "Reporting Persons") are:
Frazier Life Sciences Public Fund, L.P. ("FLSPF")
FHMLSP, L.P.
FHMLSP, L.L.C.
Frazier Life Sciences XI, L.P. ("FLS XI")
FHMLS XI, L.P.
FHMLS XI, L.L.C.
Frazier Life Sciences X, L.P. ("FLS X")
FHMLS X, L.P.
FHMLS X, L.L.C.
James N. Topper ("Topper")
Patrick J. Heron ("Heron")
Albert Cha ("Cha")
James Brush ("Brush")
Daniel Estes ("Estes" and together with Topper, Heron, Cha and Brush, the "Members") | |
| (b) | Address or principal business office or, if
none, residence: The address and principal business office of the Reporting Persons is:
c/o Frazier Life Sciences Management, L.P.
1001 Page Mill Rd, Building 4, Suite B
Palo Alto, CA 94304 | |
| (c) | Citizenship: Entities: FLSPF - Delaware, U.S.A.
FHMLSP, L.P. - Delaware, U.S.A.
FHMLSP, L.L.C. - Delaware, U.S.A.
FLS XI - Delaware, U.S.A.
FHMLS XI, L.P. - Delaware, U.S.A.
FHMLS XI, L.L.C. - Delaware, U.S.A.
FLS X - Delaware, U.S.A.
FHMLS X, L.P. - Delaware, U.S.A.
FHMLS X, L.L.C. - Delaware, U.S.A.
Individuals: Topper - United States Citizen
Heron - United States Citizen
Cha - United States Citizen
Brush - United States Citizen
Estes - United States Citizen | |
| (d) | Title of class of securities: Common Stock | |
| (e) | CUSIP No.: 89532M101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information contained in row 9 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference. | |
| (b) | Percent of class: The information contained in row 11 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information contained in row 5 of each Reporting Person's cover page to this Schedule 13G is incorporated by reference. | ||
| (ii) Shared power to vote or to direct the
vote: The information contained in row 6 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information contained in row 7 of each Reporting Person's cover page to this Schedule 13G is incorporated by reference. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information contained in row 8 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit 99.1 Joint Filing Agreement |