SEC FORM 3

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^*

Alta Partners VIII, L.P.

(Last)

(First)

(Middle)

C/O ALTA PARTNERS,

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2014

3. Issuer Name and Ticker or Trading Symbol
TREVENA INC [ TRVN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	967,741⁽¹⁾	⁽¹⁾	I	Direct and Indirect -See footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,354,838⁽¹⁾	⁽¹⁾	I	Direct and Indirect - See footnotes⁽²⁾⁽⁴⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	314,516⁽¹⁾	⁽¹⁾	I	Direct and Indirect - See footnotes⁽²⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	780,755⁽¹⁾	⁽¹⁾	I	Direct and Indirect - See footnotes⁽²⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

Alta Partners VIII, L.P.

(Last)

(First)

(Middle)

C/O ALTA PARTNERS,

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Alta Partners Management VIII, LLC

(Last)

(First)

(Middle)

C/O ALTA PARTNERS,

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CHAMPSI FARAH

(Last)

(First)

(Middle)

C/O ALTA PARTNERS,

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NOHRA GUY P

(Last)

(First)

(Middle)

C/O ALTA PARTNERS,

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JANNEY DANIEL

(Last)

(First)

(Middle)

C/O ALTA PARTNERS,

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Immediately prior to closing of the issuer's initial public offering, the preferred stock held by the reporting persons will automatically convert into common stock on a 6.2 to 1 basis.

2. The securities are held of record by Alta Partners VIII, L.P. ("APVIII"). Alta Partners Management VIII, LLC ("APMVIII") is the general partner of APVIII. Guy Nohra, Daniel Janney and Farah Champsi are managing directors of APMVIII and exercise shared voting and investment power with respect to the shares onwed by APVIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein. Ms. Champsi is also a director of the issuer.

3. APVIII holds an aggregate of 6,000,000 shares of Series A Preferred Stock which is convertible into 967,741 shares of Common Stock.

4. APVIII holds an aggregate of 8,400,000 shares of Series B Preferred Stock which is convertible into 1,354,838 shares of Common Stock.

5. APVIII holds an aggregate of 1,950,000 shares of Series B-1 Preferred Stock which is convertible into 314,516 shares of Common Stock.

6. APVIII holds an aggregate of 4,840,686 shares of Series C Preferred Stock which is convertible into 780,755 shares of Common Stock.

Remarks:

	/s/Derek Colla, Attorney-in-Fact	01/30/2014
	Derek Colla, Attorney-in-Fact	01/30/2014
	Derek Colla, Attorney-in-Fact	01/30/2014
	Derek Colla, Attorney-in-Fact	01/30/2014
	Derek Colla, Attorney-in-Fact	01/30/2014
	** 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).
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