0001140361-19-008604.txt : 20190507
0001140361-19-008604.hdr.sgml : 20190507
20190507183818
ACCESSION NUMBER: 0001140361-19-008604
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190507
FILED AS OF DATE: 20190507
DATE AS OF CHANGE: 20190507
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc.
CENTRAL INDEX KEY: 0001495741
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38886
FILM NUMBER: 19804625
BUSINESS ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BONDERMAN DAVID
CENTRAL INDEX KEY: 0000860866
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38886
FILM NUMBER: 19804626
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38886
FILM NUMBER: 19804627
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
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
form3.xml
FORM 3
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