New Enterprise Associates 16, L.P. - Oct 18, 2021 Form 4 Insider Report for Trevi Therapeutics, Inc. (TRVI)

Role: 10%+ Owner
Signature: /s/ Sasha Keough, attorney-in-fact
Stock symbol: TRVI
Transactions as of: Oct 18, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/19/2021, 09:09 PM
Next filing: Dec 27, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TRVI	Common Stock	Purchase		+1.85M	+31.19%		7.79M	Oct 18, 2021	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TRVI	3.5-Year Common Stock Warrant	Purchase		+1.85M			1.85M	Oct 18, 2021	Common Stock	1.85M	$1.37	Direct	F1, F2
transaction	TRVI	7-Year Common Stock Warrant	Purchase		+1.85M			1.85M	Oct 18, 2021	Common Stock	1.85M	$1.37	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents securities acquired pursuant to a Securities Purchase Agreement (the "SPA"), dated October 15, 2021, by and between the Issuer and New Enterprise Associates 16, L.P. ("NEA 16"), with a closing on October 18, 2021. Pursuant to the terms of the SPA, NEA 16 purchased common units for $1.62 per common unit. Each common unit consisted of one share of the Issuer's common stock, one 3.5 year common stock warrant, and one 7-year common stock warrant.
F2	The securities are directly held by NEA 16, and indirectly held by NEA Partners 16, L.P. ("NEA Partners"), the sole general partner of NEA 16, NEA 16 GP, LLC ("NEA 16 GP"), the sole general partner of NEA Partners 16, and the individual managers of NEA 16 GP (NEA Partners 16, NEA 16 GP and the individual managers of NEA 16 GP (collectively, the "Managers"), together, the "Indirect Reporting Persons"). The Managers of NEA 16 GP are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell, Peter W. Sonsini and Paul Walker. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 16 in which the Indirect Reporting Persons have no pecuniary interest.

Content

Represents securities acquired pursuant to a Securities Purchase Agreement (the "SPA"), dated October 15, 2021, by and between the Issuer and New Enterprise Associates 16, L.P. ("NEA 16"), with a closing on October 18, 2021. Pursuant to the terms of the SPA, NEA 16 purchased common units for $1.62 per common unit. Each common unit consisted of one share of the Issuer's common stock, one 3.5 year common stock warrant, and one 7-year common stock warrant.

The securities are directly held by NEA 16, and indirectly held by NEA Partners 16, L.P. ("NEA Partners"), the sole general partner of NEA 16, NEA 16 GP, LLC ("NEA 16 GP"), the sole general partner of NEA Partners 16, and the individual managers of NEA 16 GP (NEA Partners 16, NEA 16 GP and the individual managers of NEA 16 GP (collectively, the "Managers"), together, the "Indirect Reporting Persons"). The Managers of NEA 16 GP are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell, Peter W. Sonsini and Paul Walker. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 16 in which the Indirect Reporting Persons have no pecuniary interest.