X0306 4 2019-05-09 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 Common Stock 2019-05-09 4 C 0 5773000 0 A 5773000 I See Explanation of Responses Common Stock 2019-05-09 4 P 0 800000 10 A 6573000 I See Explanation of Responses Common Stock 2019-05-09 4 J 0 48681 0 D 6524319 I See Explanation of Responses Series A Preferred Stock 2019-05-09 4 C 0 13164257 D Common Stock 1876575 0 I See Explanation of Responses Series B Preferred Stock 2019-05-09 4 C 0 21739130 D Common Stock 2945488 0 I See Explanation of Responses Series C Preferred Stock 2019-05-09 4 C 0 8243948 D Common Stock 950937 0 I See Explanation of Responses Call Option (obligation to sell) 2019-05-09 4 J 0 1 0 D Common Stock 1500000 1 I See Explanation of Responses Call Option (obligation to sell) 2019-05-09 4 J 0 1 0 D Common Stock 200000 1 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"), which directly holds 6,524,319 shares of Common Stock ("Common Stock") of Trevi Therapeutics, Inc. (the "Issuer"). 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. 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. 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. 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. 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. 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. 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 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. 10. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 11. Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to 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. (10) 2019-05-13 /s/ Bradford Berenson By: Bradford Berenson, on behalf of David Bonderman (10) (11) 2019-05-13 /s/ Bradford Berenson By: Bradford Berenson, on behalf of James G. Coulter (10) (11) 2019-05-13