Dear Valued Visitor,

We have noticed that you are using an ad blocker software.

Although advertisements on the web pages may degrade your experience, our business certainly depends on them and we can only keep providing you high-quality research based articles as long as we can display ads on our pages.

To view this article, you can disable your ad blocker and refresh this page or simply login.

We only allow registered users to use ad blockers. You can sign up for free by clicking here or you can login if you are already a member.

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 Insider Title 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
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
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 Exercise Date Expiration Date 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
  1. 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").
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.