0000899243-19-012573.txt : 20190507 0000899243-19-012573.hdr.sgml : 20190507 20190507190631 ACCESSION NUMBER: 0000899243-19-012573 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190507 FILED AS OF DATE: 20190507 DATE AS OF CHANGE: 20190507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Omega Fund V, L.P. CENTRAL INDEX KEY: 0001641354 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38886 FILM NUMBER: 19804702 BUSINESS ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Omega Fund V GP, L.P. CENTRAL INDEX KEY: 0001641355 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38886 FILM NUMBER: 19804703 BUSINESS ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Omega Fund V GP Manager, Ltd. CENTRAL INDEX KEY: 0001641348 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38886 FILM NUMBER: 19804704 BUSINESS ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mitsak Anna Guyer CENTRAL INDEX KEY: 0001758535 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38886 FILM NUMBER: 19804705 MAIL ADDRESS: STREET 1: C/O OMEGA FUND MANAGEMENT, LLC STREET 2: 185 DARTMOUTH STREET, SUITE 502 CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Trevi Therapeutics, Inc. CENTRAL INDEX KEY: 0001563880 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 450834299 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 195 CHURCH STREET STREET 2: 14TH FLOOR CITY: NEW HAVEN STATE: CT ZIP: 06510 BUSINESS PHONE: 203-304-2499 MAIL ADDRESS: STREET 1: 195 CHURCH STREET STREET 2: 14TH FLOOR CITY: NEW HAVEN STATE: CT ZIP: 06510 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-05-07 0 0001563880 Trevi Therapeutics, Inc. TRVI 0001641354 Omega Fund V, L.P. 888 BOYLSTON STREET, SUITE 1111 BOSTON MA 02199 0 0 1 0 0001641355 Omega Fund V GP, L.P. 888 BOYLSTON STREET, SUITE 1111 BOSTON MA 02199 0 0 1 0 0001641348 Omega Fund V GP Manager, Ltd. 888 BOYLSTON STREET, SUITE 1111 BOSTON MA 02199 0 0 1 0 0001758535 Mitsak Anna Guyer 888 BOYLSTON STREET, SUITE 1111 BOSTON MA 02199 1 0 0 0 Series C Preferred Stock Common Stock 582230 D Stock Option (Right to Buy) 0.001 2019-05-09 2022-05-06 Common Stock 200000 D 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. The reported securities are held directly by Omega Fund V, L.P. ("Omega V"). The reported securities may be deemed to be beneficially owned by each of Omega Fund V GP, L.P. ("Omega V GP"), as the general partner of Omega V, and Omega Fund V GP Manager, Ltd. ("Omega V GP Manager"), as the general partner of Omega V GP. Otello Stampacchia, Richard Lim, Anne-Mari Paster and Claudio Nessi (the "Omega Directors") are all the shareholders and directors of Omega V GP Manager and have shared voting and investment power over the shares held by Omega V. Annie Mitsak, a member of the Issuer's board of directors, has no voting or investment control over any of the shares held by Omega V. Each of Omega V GP, Omega Fund V GP Manager, the Omega Directors and Annie Mitsak disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any. Exhibit Index: 24.1 Power of Attorney By: Omega Fund V, L.P., By: Omega Fund GP, L.P., its General Partner, By: Omega Fund V GP Manager, Ltd., its General Partner, /s/ Anne-Mari Paster, Director 2019-05-07 By: Omega Fund GP, L.P., By: Omega Fund V GP Manager, Ltd., its General Partner, /s/ Anne-Mari Paster, Director 2019-05-07 By: Omega Fund V GP Manager, Ltd., its General Partner, /s/ Anne-Mari Paster, Director 2019-05-07 /s/ Annie Mitsak 2019-05-07 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                                                    Exhibit 24.1


                           LIMITED POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

   Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Jennifer L. Good, Frank P. Muscolo and Christopher Seiter,
signing singly and each acting individually, as the undersigned's true and
lawful attorney-in-fact with full power and authority as hereinafter described
to:
       (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Trevi Therapeutics, Inc. (the
"Company"), Forms 3, 4, and 5 (including any amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
rules thereunder (the "Exchange Act");

       (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to prepare, complete and execute
any such Form 3, 4, or 5, prepare, complete and execute any amendment or
amendments thereto, and timely deliver and file such form with the United States
Securities and Exchange Commission (the "SEC") and any stock exchange or similar
authority, including without limitation the filing of a Form ID, Update
Passphrase, or any other application materials to enable the undersigned to gain
or maintain access to the Electronic Data Gathering, Analysis and Retrieval
system of the SEC;

       (3)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves
and ratifies any such release of information; and

       (4)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

   The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.

   This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

   IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 7th day of May, 2019.


                                        /s/ Annie Mitsak
                                        ----------------------------------------
                                        Name: Annie Mitsak