X0206 3 2019-05-07 0 0001563880 Trevi Therapeutics, Inc. TRVI 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 true 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 true 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 true Series A Preferred Stock Common Stock 1876119 I See Explanation of Responses Series B Preferred Stock Common Stock 2944735 I See Explanation of Responses Series C Preferred Stock Common Stock 950652 I See Explanation of Responses 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"). TPG Biotech III directly holds (i) 13,164,257 shares of Series A Preferred Stock ("Series A Preferred") of Trevi Therapeutics, Inc. (the "Issuer"), (ii) 21,739,130 shares of Series B Preferred Stock ("Series B Preferred") of the Issuer and (iii) 8,243,948 shares of Series C Preferred Stock ("Series C Preferred" and, together with the Series A Preferred and Series B Preferred, the "Preferred Stock"). Pursuant to the Third Amended and Restated Certificate of Incorporation of the Issuer, the shares of Preferred Stock (and dividends that have accrued thereon) are convertible, at the option of the holder, at any time into shares of Common Stock, $0.001 par value per share, of the Issuer ("Common Stock"), at an initial conversion rate equal to one share of Common Stock per share of Preferred Stock. The initial conversion rate has been adjusted as a result of a 9.5-for-1 reverse stock split of the Issuer's Common Stock. 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. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. 6. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 7. Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta By: Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 2019-05-07 /s/ Bradford Berenson By: Bradford Berenson on behalf of David Bonderman (6)(7) 2019-05-07 /s/ Bradford Berenson By: Bradford Berenson on behalf of James G. Coulter (6)(7) 2019-05-07