Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 14 2024 - 8:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Trevi Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
89532M101
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of This
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* |
The remainder of
this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 89532M101 |
Page 2 of 17 |
|
|
1.
|
Name of reporting persons
Venrock Healthcare Capital Partners II, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
3. |
SEC USE ONLY
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5.
|
Sole Voting Power
0 |
6. |
Shared Voting Power
6,707,5642 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
6,707,5642 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,707,5642 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99%3 |
12. |
Type of Reporting Person (See Instructions)
PN |
1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P.,
VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC,
VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
2 | Consists of (i) 547,153 shares and 357,755 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 221,711 shares and 144,970 shares issuable upon the exercise of Warrants held
by VHCP Co-Investment Holdings II, LLC, (iii) 1,184,704 shares and 1,052,442 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 118,534 shares and 105,299 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings III, LLC and (v) 1,350,295 shares and 1,624,700 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise
of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any
portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by
the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of shares of common stock outstanding
immediately after giving effect to the exercise. |
3 | This percentage is calculated based upon the sum of (i) 63,857,622 shares outstanding as of November 9, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and (ii) 3,285,167 shares issuable
upon the exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 89532M101 |
Page 3 of 17 |
|
|
1.
|
Name of reporting persons
VHCP Co-Investment Holdings II, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
3. |
SEC USE ONLY
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5.
|
Sole Voting Power
0 |
6. |
Shared Voting Power
6,707,5642 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
6,707,5642 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,707,5642 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99%3 |
12. |
Type of Reporting Person (See Instructions)
OO |
1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P.,
VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC,
VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
2 | Consists of (i) 547,153 shares and 357,755 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 221,711 shares and 144,970 shares issuable upon the exercise of Warrants held
by VHCP Co-Investment Holdings II, LLC, (iii) 1,184,704 shares and 1,052,442 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 118,534 shares and 105,299 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings III, LLC and (v) 1,350,295 shares and 1,624,700 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise
of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any
portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by
the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of shares of common stock outstanding
immediately after giving effect to the exercise. |
3 | This percentage is calculated based upon the sum of (i) 63,857,622 shares outstanding as of November 9, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and (ii) 3,285,167 shares issuable
upon the exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 89532M101 |
Page 4 of 17 |
|
|
1.
|
Name of reporting persons
Venrock Healthcare Capital Partners III, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
3. |
SEC USE ONLY
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5.
|
Sole Voting Power
0 |
6. |
Shared Voting Power
6,707,5642 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
6,707,5642 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,707,5642 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99%3 |
12. |
Type of Reporting Person (See Instructions)
PN |
1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P.,
VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC,
VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
2 | Consists of (i) 547,153 shares and 357,755 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 221,711 shares and 144,970 shares issuable upon the exercise of Warrants held
by VHCP Co-Investment Holdings II, LLC, (iii) 1,184,704 shares and 1,052,442 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 118,534 shares and 105,299 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings III, LLC and (v) 1,350,295 shares and 1,624,700 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise
of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any
portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by
the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of shares of common stock outstanding
immediately after giving effect to the exercise. |
3 | This percentage is calculated based upon the sum of (i) 63,857,622 shares outstanding as of November 9, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and (ii) 3,285,167 shares issuable
upon the exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 89532M101 |
Page 5 of 17 |
|
|
1.
|
Name of reporting persons
VHCP Co-Investment Holdings III, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
3. |
SEC USE ONLY
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5.
|
Sole Voting Power
0 |
6. |
Shared Voting Power
6,707,5642 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
6,707,5642 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,707,5642 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99%3 |
12. |
Type of Reporting Person (See Instructions)
OO |
1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P.,
VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC,
VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
2 | Consists of (i) 547,153 shares and 357,755 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 221,711 shares and 144,970 shares issuable upon the exercise of Warrants held
by VHCP Co-Investment Holdings II, LLC, (iii) 1,184,704 shares and 1,052,442 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 118,534 shares and 105,299 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings III, LLC and (v) 1,350,295 shares and 1,624,700 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise
of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any
portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by
the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of shares of common stock outstanding
immediately after giving effect to the exercise. |
3 | This percentage is calculated based upon the sum of (i) 63,857,622 shares outstanding as of November 9, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and (ii) 3,285,167 shares issuable
upon the exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 89532M101 |
Page 6 of 17 |
|
|
1.
|
Name of reporting persons
Venrock Healthcare Capital Partners EG, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
3. |
SEC USE ONLY
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5.
|
Sole Voting Power
0 |
6. |
Shared Voting Power
6,707,5642 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
6,707,5642 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,707,5642 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99%3 |
12. |
Type of Reporting Person (See Instructions)
PN |
1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P.,
VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC,
VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
2 | Consists of (i) 547,153 shares and 357,755 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 221,711 shares and 144,970 shares issuable upon the exercise of Warrants held
by VHCP Co-Investment Holdings II, LLC, (iii) 1,184,704 shares and 1,052,442 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 118,534 shares and 105,299 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings III, LLC and (v) 1,350,295 shares and 1,624,700 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise
of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any
portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by
the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of shares of common stock outstanding
immediately after giving effect to the exercise. |
3 | This percentage is calculated based upon the sum of (i) 63,857,622 shares outstanding as of November 9, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and (ii) 3,285,167 shares issuable
upon the exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 89532M101 |
Page 7 of 17 |
|
|
1.
|
Name of reporting persons
VHCP Management II, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
3. |
SEC USE ONLY
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5.
|
Sole Voting Power
0 |
6. |
Shared Voting Power
6,707,5642 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
6,707,5642 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,707,5642 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99%3 |
12. |
Type of Reporting Person (See Instructions)
OO |
1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P.,
VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC,
VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
2 | Consists of (i) 547,153 shares and 357,755 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 221,711 shares and 144,970 shares issuable upon the exercise of Warrants held
by VHCP Co-Investment Holdings II, LLC, (iii) 1,184,704 shares and 1,052,442 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 118,534 shares and 105,299 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings III, LLC and (v) 1,350,295 shares and 1,624,700 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise
of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any
portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by
the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of shares of common stock outstanding
immediately after giving effect to the exercise. |
3 | This percentage is calculated based upon the sum of (i) 63,857,622 shares outstanding as of November 9, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and (ii) 3,285,167 shares issuable
upon the exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 89532M101 |
Page 8 of 17 |
|
|
1.
|
Name of reporting persons
VHCP Management III, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
3. |
SEC USE ONLY
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5.
|
Sole Voting Power
0 |
6. |
Shared Voting Power
6,707,5642 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
6,707,5642 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,707,5642 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99%3 |
12. |
Type of Reporting Person (See Instructions)
OO |
1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P.,
VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC,
VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
2 | Consists of (i) 547,153 shares and 357,755 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 221,711 shares and 144,970 shares issuable upon the exercise of Warrants held
by VHCP Co-Investment Holdings II, LLC, (iii) 1,184,704 shares and 1,052,442 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 118,534 shares and 105,299 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings III, LLC and (v) 1,350,295 shares and 1,624,700 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise
of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any
portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by
the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of shares of common stock outstanding
immediately after giving effect to the exercise. |
3 | This percentage is calculated based upon the sum of (i) 63,857,622 shares outstanding as of November 9, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and (ii) 3,285,167 shares issuable
upon the exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 89532M101 |
Page 9 of 17 |
|
|
1.
|
Name of reporting persons
VHCP Management EG, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
3. |
SEC USE ONLY
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5.
|
Sole Voting Power
0 |
6. |
Shared Voting Power
6,707,5642 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
6,707,5642 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,707,5642 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99%3 |
12. |
Type of Reporting Person (See Instructions)
OO |
1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P.,
VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC,
VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
2 | Consists of (i) 547,153 shares and 357,755 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 221,711 shares and 144,970 shares issuable upon the exercise of Warrants held
by VHCP Co-Investment Holdings II, LLC, (iii) 1,184,704 shares and 1,052,442 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 118,534 shares and 105,299 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings III, LLC and (v) 1,350,295 shares and 1,624,700 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise
of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any
portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by
the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of shares of common stock outstanding
immediately after giving effect to the exercise. |
3 | This percentage is calculated based upon the sum of (i) 63,857,622 shares outstanding as of November 9, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and (ii) 3,285,167 shares issuable
upon the exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 89532M101 |
Page 10 of 17 |
|
|
1.
|
Name of Reporting Persons
Shah, Nimish |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
3. |
SEC USE ONLY
|
4. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5.
|
Sole Voting Power
0 |
6. |
Shared Voting Power
6,707,5642 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
6,707,5642 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,707,5642 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99%3 |
12. |
Type of Reporting Person (See Instructions)
IN |
1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P.,
VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC,
VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
2 | Consists of (i) 547,153 shares and 357,755 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 221,711 shares and 144,970 shares issuable upon the exercise of Warrants held
by VHCP Co-Investment Holdings II, LLC, (iii) 1,184,704 shares and 1,052,442 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 118,534 shares and 105,299 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings III, LLC and (v) 1,350,295 shares and 1,624,700 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise
of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any
portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by
the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of shares of common stock outstanding
immediately after giving effect to the exercise. |
3 | This percentage is calculated based upon the sum of (i) 63,857,622 shares outstanding as of November 9, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and (ii) 3,285,167 shares issuable
upon the exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 89532M101 |
Page 11 of 17 |
|
|
1.
|
Name of Reporting Persons
Koh, Bong |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x1
(b) ¨
|
3. |
SEC USE ONLY
|
4. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5.
|
Sole Voting Power
0 |
6. |
Shared Voting Power
6,707,5642 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
6,707,5642 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,707,5642 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99%3 |
12. |
Type of Reporting Person (See Instructions)
IN |
1 | Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P.,
VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP Management III, LLC,
VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A. |
2 | Consists of (i) 547,153 shares and 357,755 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 221,711 shares and 144,970 shares issuable upon the exercise of Warrants held
by VHCP Co-Investment Holdings II, LLC, (iii) 1,184,704 shares and 1,052,442 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 118,534 shares and 105,299 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings III, LLC and (v) 1,350,295 shares and 1,624,700 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise
of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any
portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by
the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of shares of common stock outstanding
immediately after giving effect to the exercise. |
3 | This percentage is calculated based upon the sum of (i) 63,857,622 shares outstanding as of November 9, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and (ii) 3,285,167 shares issuable
upon the exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 89532M101 |
Page 12 of 17 |
Introductory Note: This Schedule 13G/A is filed on behalf of Venrock
Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II LP”),
VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment
II”), Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP
III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP
Co-Investment III”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of
Delaware (“VHCP EG”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware
(“VHCP Management II”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware
(“VHCP Management III”), VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware
(“VHCP Management EG” and collectively with VHCP II LP, VHCP Co-Investment II, VHCP III LP, VHCP Co-Investment III, VHCP EG,
VHCP Management II and VHCP Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”)
in respect of Common Stock of Trevi Therapeutics, Inc.
Item 1.
Trevi Therapeutics, Inc.
| (b) | Address
of Issuer’s Principal Executive Offices |
195 Church Street, 14th Floor
New Haven, Connecticut 06510
Item 2.
Venrock Healthcare Capital Partners II, L.P. |
VHCP Co-Investment Holdings II, LLC |
Venrock Healthcare Capital Partners III, L.P. |
VHCP Co-Investment Holdings III, LLC |
Venrock Healthcare Capital Partners EG, L.P. |
VHCP Management II, LLC |
VHCP Management III, LLC |
VHCP Management EG, LLC |
Nimish Shah |
Bong Koh |
| (b) | Address
of Principal Business Office or, if none, Residence |
|
New
York Office: |
Palo
Alto Office: |
|
|
|
|
7 Bryant
Park |
3340 Hillview
Avenue |
|
23rd Floor |
Palo Alto,
CA 94304 |
|
New York,
NY 10018 |
|
All of the Venrock Entities were organized in Delaware. The individuals
are both United States citizens.
CUSIP No. 89532M101 |
Page 13 of 17 |
| (d) | Title
of Class of Securities |
Common Stock, par value $0.001 per share
89532M101
Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
| (a) | Amount
Beneficially Owned as of December 31, 2023: |
Venrock
Healthcare Capital Partners II, L.P. |
6,707,564 (1) |
VHCP Co-Investment
Holdings II, LLC |
6,707,564 (1) |
Venrock Healthcare
Capital Partners III, L.P. |
6,707,564 (1) |
VHCP Co-Investment
Holdings III, LLC |
6,707,564 (1) |
Venrock Healthcare
Capital Partners EG, L.P. |
6,707,564 (1) |
VHCP Management
II, LLC |
6,707,564 (1) |
VHCP Management
III, LLC |
6,707,564 (1) |
VHCP Management
EG, LLC |
6,707,564 (1) |
Nimish Shah |
6,707,564 (1) |
Bong Koh |
6,707,564 (1) |
| (b) | Percent
of Class as of December 31, 2023: |
Venrock
Healthcare Capital Partners II, L.P. |
9.99% |
VHCP Co-Investment
Holdings II, LLC |
9.99% |
Venrock Healthcare
Capital Partners III, L.P. |
9.99% |
VHCP Co-Investment
Holdings III, LLC |
9.99% |
Venrock Healthcare
Capital Partners EG, L.P. |
9.99% |
VHCP Management
II, LLC |
9.99% |
VHCP Management
III, LLC |
9.99% |
VHCP Management
EG, LLC |
9.99% |
Nimish Shah |
9.99% |
Bong Koh |
9.99% |
| (c) | Number
of shares as to which the person has, as of December 31, 2023: |
| (i) | Sole
power to vote or to direct the vote |
Venrock
Healthcare Capital Partners II, L.P. |
0 |
VHCP Co-Investment
Holdings II, LLC |
0 |
Venrock Healthcare
Capital Partners III, L.P. |
0 |
VHCP Co-Investment
Holdings III, LLC |
0 |
Venrock Healthcare
Capital Partners EG, L.P. |
0 |
VHCP Management
II, LLC |
0 |
VHCP Management
III, LLC |
0 |
VHCP Management
EG, LLC |
0 |
Nimish Shah |
0 |
Bong Koh |
0 |
CUSIP No. 89532M101 |
Page 14 of 17 |
| (ii) | Shared
power to vote or to direct the vote |
Venrock
Healthcare Capital Partners II, L.P. |
6,707,564 (1) |
VHCP Co-Investment
Holdings II, LLC |
6,707,564 (1) |
Venrock Healthcare
Capital Partners III, L.P. |
6,707,564 (1) |
VHCP Co-Investment
Holdings III, LLC |
6,707,564 (1) |
Venrock Healthcare
Capital Partners EG, L.P. |
6,707,564 (1) |
VHCP Management
II, LLC |
6,707,564 (1) |
VHCP Management
III, LLC |
6,707,564 (1) |
VHCP Management
EG, LLC |
6,707,564 (1) |
Nimish Shah |
6,707,564 (1) |
Bong Koh |
6,707,564 (1) |
| (iii) | Sole
power to dispose or to direct the disposition of |
Venrock
Healthcare Capital Partners II, L.P. |
0 |
VHCP Co-Investment
Holdings II, LLC |
0 |
Venrock Healthcare
Capital Partners III, L.P. |
0 |
VHCP Co-Investment
Holdings III, LLC |
0 |
Venrock Healthcare
Capital Partners EG, L.P. |
0 |
VHCP Management
II, LLC |
0 |
VHCP Management
III, LLC |
0 |
VHCP Management
EG, LLC |
0 |
Nimish Shah |
0 |
Bong Koh |
0 |
| (iv) | Shared
power to dispose or to direct the disposition of |
Venrock
Healthcare Capital Partners II, L.P. |
6,707,564 (1) |
VHCP Co-Investment
Holdings II, LLC |
6,707,564 (1) |
Venrock Healthcare
Capital Partners III, L.P. |
6,707,564 (1) |
VHCP Co-Investment
Holdings III, LLC |
6,707,564 (1) |
Venrock Healthcare
Capital Partners EG, L.P. |
6,707,564 (1) |
VHCP Management
II, LLC |
6,707,564 (1) |
VHCP Management
III, LLC |
6,707,564 (1) |
VHCP Management
EG, LLC |
6,707,564 (1) |
Nimish Shah |
6,707,564 (1) |
Bong Koh |
6,707,564 (1) |
| (1) | Consists of (i) 547,153 shares and 357,755 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”)
held by Venrock Healthcare Capital Partners II, L.P., (ii) 221,711 shares and 144,970 shares issuable upon the exercise of Warrants held
by VHCP Co-Investment Holdings II, LLC, (iii) 1,184,704 shares and 1,052,442 shares issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P., (iv) 118,534 shares and 105,299 shares issuable upon the exercise of Warrants held by VHCP Co-Investment
Holdings III, LLC and (v) 1,350,295 shares and 1,624,700 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise
of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under
the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any
portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by
the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of shares of common stock outstanding
immediately after giving effect to the exercise. |
CUSIP No. 89532M101 |
Page 15 of 17 |
|
|
VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings
II, LLC. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment
Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh
are the voting members of VHCP Management II, LLC, VHCP Management III, LLC and VHCP Management EG, LLC. |
Item 5. |
Ownership of
Five Percent or Less of a Class |
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ¨.
Item 6. |
Ownership of
More than Five Percent on Behalf of Another Person |
Not Applicable
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
Item 8. |
Identification
and Classification of Members of the Group |
Not Applicable
Item 9. |
Notice of Dissolution
of a Group |
Not Applicable
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
CUSIP No. 89532M101 |
Page 16 of 17 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
Venrock
Healthcare Capital Partners II, L.P. |
|
Venrock
Healthcare Capital Partners III, L.P. |
|
|
|
|
|
By: |
VHCP
Management II, LLC |
|
By: |
VHCP
Management III, LLC |
Its: |
General
Partner |
|
Its: |
General
Partner |
|
|
|
|
|
By: |
/s/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Name: |
Sherman
G. Souther |
|
|
Name: |
Sherman
G. Souther |
|
Its: |
Authorized
Signatory |
|
|
Its: |
Authorized
Signatory |
|
|
|
VHCP
Co-Investment Holdings II, LLC |
|
VHCP
Co-Investment Holdings III, LLC |
|
|
|
|
|
By: |
VHCP
Management II, LLC |
|
By: |
VHCP
Management III, LLC |
Its: |
Manager |
|
Its: |
Manager |
|
|
|
|
|
By: |
/s/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Name: |
Sherman
G. Souther |
|
|
Name: |
Sherman
G. Souther |
|
Its: |
Authorized
Signatory |
|
|
Its: |
Authorized
Signatory |
|
|
|
Venrock
Healthcare Capital Partners EG, L.P. |
|
VHCP
Management EG, LLC |
|
|
|
By: |
VHCP
Management EG, LLC |
|
By: |
/s/
Sherman G. Souther |
Its: |
General
Partner |
|
|
Name: |
Sherman
G. Souther |
|
|
|
Its: |
Authorized
Signatory |
By: |
/s/
Sherman G. Souther |
|
|
|
Name: |
Sherman
G. Souther |
|
|
|
Its: |
Authorized
Signatory |
|
|
|
|
|
|
|
VHCP
Management II, LLC |
|
VHCP
Management III, LLC |
|
|
|
|
|
By: |
/s/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Name: |
Sherman
G. Souther |
|
|
Name: |
Sherman
G. Souther |
|
Its: |
Authorized
Signatory |
|
|
Its: |
Authorized
Signatory |
|
|
|
Nimish
Shah |
|
Bong Koh |
|
|
|
By: |
/s/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Sherman G. Souther, as attorney-in-fact |
|
|
Sherman G. Souther, as
attorney-in-fact |
CUSIP No. 89532M101 |
Page 17 of 17 |
EXHIBITS
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