SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/07/2019 | 3. Issuer Name and Ticker or Trading Symbol Trevi Therapeutics, Inc. [ TRVI ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Preferred Stock | (1) | (1) | Common Stock | 582,230 | (1) | D(2) | |
Stock Option (Right to Buy) | 05/09/2019 | 05/06/2022 | Common Stock | 200,000 | 0.001 | D(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The Series C Preferred Stock and the dividends that have accrued thereon to date are convertible on a 9.5-for-one basis into the number of shares of Common Stock shown in Column 3 without payment of further consideration at the holder's election or automatically upon the closing of the Issuer's initial public offering. The number of shares of Common Stock into which the Series C Preferred Stock and accrued dividends thereon are convertible will increase on a daily basis without payment of further consideration as additional dividends accrue. The shares have no expiration date. |
2. The reported securities are held directly by Omega Fund V, L.P. ("Omega V"). The reported securities may be deemed to be beneficially owned by each of Omega Fund V GP, L.P. ("Omega V GP"), as the general partner of Omega V, and Omega Fund V GP Manager, Ltd. ("Omega V GP Manager"), as the general partner of Omega V GP. Otello Stampacchia, Richard Lim, Anne-Mari Paster and Claudio Nessi (the "Omega Directors") are all the shareholders and directors of Omega V GP Manager and have shared voting and investment power over the shares held by Omega V. Annie Mitsak, a member of the Issuer's board of directors, has no voting or investment control over any of the shares held by Omega V. Each of Omega V GP, Omega Fund V GP Manager, the Omega Directors and Annie Mitsak disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any. |
Remarks: |
Exhibit Index: 24.1 Power of Attorney |
By: Omega Fund V, L.P., By: Omega Fund GP, L.P., its General Partner, By: Omega Fund V GP Manager, Ltd., its General Partner, /s/ Anne-Mari Paster, Director | 05/07/2019 | |
By: Omega Fund GP, L.P., By: Omega Fund V GP Manager, Ltd., its General Partner, /s/ Anne-Mari Paster, Director | 05/07/2019 | |
By: Omega Fund V GP Manager, Ltd., its General Partner, /s/ Anne-Mari Paster, Director | 05/07/2019 | |
/s/ Annie Mitsak | 05/07/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |