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^*

SCIASCIA THOMAS

(Last)

(First)

(Middle)

C/O TREVI THERAPEUTICS, INC.

195 CHURCH STREET, 14TH FLOOR

(Street)

NEW HAVEN

06510

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2019

3. Issuer Name and Ticker or Trading Symbol
Trevi Therapeutics, Inc. [ TRVI ]

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

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

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

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

X	Form filed by One Reporting Person
	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	176,606	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	15,549	⁽¹⁾	D
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,565	⁽²⁾	D
Employee Stock Option (right to buy)	⁽³⁾	07/10/2023	Common Stock	12,257	$3.14	D
Employee Stock Option (right to buy)	⁽⁴⁾	01/22/2024	Common Stock	11,289	$3.23	D
Employee Stock Option (right to buy)	⁽⁵⁾	07/01/2024	Common Stock	59,354	$2.19	D
Employee Stock Option (right to buy)	⁽⁶⁾	11/24/2024	Common Stock	48,001	$1.43	D
Employee Stock Option (right to buy)	⁽⁷⁾	05/14/2025	Common Stock	2,631	$1.43	D
Employee Stock Option (right to buy)	⁽⁸⁾	12/19/2027	Common Stock	7,895	$3.33	D

Explanation of Responses:

1. The Series A Preferred Stock and the dividends that have accrued thereon to date are convertible on a 9.5-for-one basis into the number of shares of Common Stock shown in Column 3 without payment of further consideration at the holder's election or automatically upon the closing of the Issuer's initial public offering. The number of shares of Common Stock into which the Series A Preferred Stock and accrued dividends thereon are convertible will increase on a daily basis without payment of further consideration as additional dividends accrue. The shares have no expiration date.

2. The Series C Preferred Stock and the dividends that have accrued thereon to date are convertible on a 9.5-for-one basis into the number of shares of Common Stock shown in Column 3 without payment of further consideration at the holder's election or automatically upon the closing of the Issuer's initial public offering. The number of shares of Common Stock into which the Series C Preferred Stock and accrued dividends thereon are convertible will increase on a daily basis without payment of further consideration as additional dividends accrue. The shares have no expiration date.

3. This option was granted on July 11, 2013. The 12,257 shares of common stock underlying the option vested as to 25% of the shares on July 11, 2014 and as to the remaining 75% of the shares in equal monthly installments thereafter through July 11, 2017.

4. This option was granted on January 23, 2014. The 11,289 shares of common stock underlying the option vested as to 25% of the shares on January 23, 2015 and as to the remaining 75% of the shares in equal monthly installments thereafter through January 23, 2018.

5. This option was granted on July 2, 2014. The 59,354 shares of common stock underlying the option vested as to 25% of the shares on June 11, 2015 and as to the remaining 75% of the shares in equal monthly installments thereafter through June 11, 2018.

6. This option was granted on November 25, 2014. The 48,001 shares of common stock underlying the option vested as to 25% of the shares on November 25, 2015 and as to the remaining 75% of the shares in equal monthly installments thereafter through November 25, 2018.

7. This option was granted on May 15, 2015. The 2,631 shares of common stock underlying the option vested as to 25% of the shares on May 15, 2016 and are scheduled to vest as to the remaining 75% of the shares in equal monthly installments thereafter through May 15, 2019.

8. This option was granted on December 20, 2017. The 7,895 shares of common stock underlying the option vested as to 25% of the shares on December 20, 2018 and are scheduled to vest as to the remaining 75% of the shares in equal monthly installments thereafter through December 20, 2021.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/Thomas Sciascia	05/07/2019
	** 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).
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