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^*

HealthCare Ventures VIII, L.P.

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC,

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(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	See Footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	677,419⁽¹⁾	⁽¹⁾	I	See Footnotes⁽²⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	504,032⁽¹⁾	⁽¹⁾	I	See Footnotes⁽²⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

HealthCare Ventures VIII, L.P.

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC,

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(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^*

HealthCare Partners VIII, L.P.

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC,

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(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^*

HealthCare Partners VIII, LLC

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC,

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(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^*

CAVANAUGH JAMES H

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC,

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(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^*

Mirabelli Christopher

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC,

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(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^*

LAWLOR AUGUSTINE

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC,

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(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^*

LITTLECHILD JOHN W

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC,

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(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^*

WERNER HAROLD R

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(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 HealthCare Ventures VIII, L.P. ("HCVVIII"). HealthCare Partners VIII, L.P. ("HCPVIII") is the General Partner of HCVVIII and HealthCare Partners VIII LLC (the "LLC") is the General Partner of HCPVIII. Each of James Cavanaugh, Harold Werner, John Littlechild, Christopher Mirabelli and Augustine Lawlor are the managing directors of the LLC and exercise shared voting and investment power with respect to the shares owned by HCVVIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of their proportionate pecuniary interest therein. Dr. Mirabelli is also a director of the issuer.

3. HCVVIII holds an aggregate of 6,000,000 shares of Series A Preferred Stock which is convertible into 967,740 shares of Common Stock.

4. HCVVIII holds an aggregate of 4,200,000 shares of Series B Preferred Stock which is convertible into 677,419 shares of Common Stock.

5. HCVVIII holds an aggregate of 3,125,000 shares of Series C Preferred Stock which is convertible into 504,032 shares of Common Stock.

Remarks:

	/s/Jeffrey B. Steinberg, Administrative Partner of HealthCare Ventures VIII, L.P.	01/30/2014
	Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VIII, L.P.	01/30/2014
	Jeffrey B. Steinberg, Administrative Officer of HealthCare Partners VIII LLC	01/30/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for James H. Cavanaugh	01/30/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli	01/30/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor	01/30/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild	01/30/2014
	Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner	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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