UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
Trevi Therapeutics,
Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
89532M101
(CUSIP Number)
March 7, 2022
(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) |
| x | Rule 13d-1 (c) |
| ¨ | Rule 13d-1 (d) |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 8 Pages
| CUSIP No. 89532M101 | 13G | Page 2 of 8 Pages |
1 |
NAME OF REPORTING PERSON
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE VOTING POWER
| |
| 6 |
SHARED VOTING POWER
| ||
| 7 |
SOLE DISPOSITIVE POWER
| ||
| 8 |
SHARED DISPOSITIVE POWER
| ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||
| 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
| ||
| 12 |
TYPE OF REPORTING PERSON
| ||
| CUSIP No. 89532M101 | 13G | Page 3 of 8 Pages |
1 |
NAME OF REPORTING PERSON
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE VOTING POWER
| |
| 6 |
SHARED VOTING POWER
| ||
| 7 |
SOLE DISPOSITIVE POWER
| ||
| 8 |
SHARED DISPOSITIVE POWER
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||
| 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
| ||
| 12 |
TYPE OF REPORTING PERSON
| ||
| CUSIP No. 89532M101 | 13G | Page 4 of 8 Pages |
1 |
NAME OF REPORTING PERSON
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE VOTING POWER
| |
| 6 |
SHARED VOTING POWER
| ||
| 7 |
SOLE DISPOSITIVE POWER
| ||
| 8 |
SHARED DISPOSITIVE POWER
| ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||
| 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
| ||
| 12 |
TYPE OF REPORTING PERSON
| ||
| CUSIP No. 89532M101 | 13G | Page 5 of 8 Pages |
1 |
NAME OF REPORTING PER Manticore Management, LLC
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE VOTING POWER
| |
| 6 |
SHARED VOTING POWER
| ||
| 7 |
SOLE DISPOSITIVE POWER
| ||
| 8 |
SHARED DISPOSITIVE POWER
| ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||
| 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
| ||
| 12 |
TYPE OF REPORTING PERSON
| ||
| CUSIP No. 89532M101 | 13G | Page 6 of 8 Pages |
Item 1.
| (a) | Name of Issuer: | Trevi Therapeutics, Inc., a Delaware corporation (the "Company"). |
| (b) | Address of Issuer's Principal Executive Offices: |
The Company’s principal executive offices are located at 195 Church Street; 14th Floor, New Haven, CT 06540.
Item 2.
| (a) | Name of Person Filing: | Nemean Asset Management, LLC | |
| Steven Oliveira | |||
| South Ocean Capital Management, LLC | |||
| Manticore Management LLC |
| (b) | Address of Principal Business Office or if none, Residence: |
The address for these entities/individual is:
c/o Steven Oliveira
225 Via Palacio
Palm Beach Gardens, FL 33418
| (c) | Citizenship: | Nemean Asset Management, LLC – Florida |
Steven Oliveira – U.S.A.
South Ocean Capital Management, LLC – Florida
Manticore Management LLC
| (d) | Title of Class of Securities: Common Stock, $0.001 par value |
| (e) | CUSIP Number: 89532M101 |
| Item 3. | Not Applicable |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: |
Nemean Asset Management, LLC – 360,000
Steven Oliveira – 1,340,000
South Ocean Capital Management, LLC – 700,000
Manticore Management LLC – 280,000
Steven Oliveira has voting and dispositive power over the securities owned by Nemean Asset Management, LLC, South Ocean Capital Management, LLC and Manticore Management LLC.
| (b) | Percent of Class: |
Nemean Asset Management, LLC – 1.39%
Steven Oliveira – 5.18%
South Ocean Capital Management, LLC – 2.71%
Manticore Management, LLC – 1.08%
At the close of business of March 7, 2022, the reporting persons beneficially owned an aggregate of 1,340,000 shares of common stock of the Issuer or 5.18% of the Issuer’s common stock outstanding, which percentage was calculated based on 25,846,577 shares of the Issuer’s common stock outstanding as of November 10, 2021, as per the information reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2021.
| CUSIP No. 89532M101 | 13G | Page 7 of 8 Pages |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
Nemean Asset Management, LLC – 360,000
Steven Oliveira – 1,340,000
South Ocean Capital Management, LLC – 700,000
Manticore Management LLC – 280,000
| (ii) | shared power to vote or to direct the vote: |
Nemean Asset Management, LLC – 0
Steven Oliveira – 0
South Ocean Capital Management, LLC – 0
Manticore Management LLC – 0
| (iii) | sole power to dispose or to direct the disposition of: |
Nemean Asset Management, LLC – 360,000
Steven Oliveira – 1,340,000
South Ocean Capital Management, LLC – 700,000
Manticore Management LLC – 280,000
| (iv) | shared power to dispose or to direct the disposition of: |
Nemean Asset Management, LLC – 0.
Steven Oliveira – 0.
South Ocean Capital Management, LLC – 0
Manticore Management LLC – 0
| Item 5. | Ownership of Five Percent or Less of a Class: Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: 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: Not Applicable |
| CUSIP No. 89532M101 | 13G | Page 8 of 8 Pages |
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.
March 8, 2022
| NEMEAN ASSET MANAGEMENT, LLC | ||
| By: | /s/ Steven Oliveira | |
| Name: Steven Oliveira | ||
| Title: Authorized Signatory | ||
| /s/ Steven Oliveira | ||
| Steven Oliveira | ||
| SOUTH OCEAN CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Steven Oliveira | |
| Steven Oliveira | ||
| MANTICORE MANAGEMENT, LLC | ||
| By: | /s/ Steven Oliveira | |
| Steven Oliveira | ||
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.001 par value, of Trevi Therapeutics, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of March 8, 2022.
| NEMEAN ASSET MANAGEMENT, LLC | ||
| By: | /s/ Steven Oliveira | |
| Name: Steven Oliveira | ||
| Title: Authorized Signatory | ||
| /s/ Steven Oliveira | ||
| Steven Oliveira | ||
| SOUTH OCEAN CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Steven Oliveira | |
| Steven Oliveira | ||
| MANTICORE MANAGEMENT, LLC | ||
| By: | /s/ Steven Oliveira | |
| Steven Oliveira | ||