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* Meeker David P (Last) (First) (Middle) C/O TREVI THERAPEUTICS, INC. 195 CHURCH STREET, 14TH FLOOR (Street) NEW HAVEN CT 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) X Director X 10% Owner Officer (give title below) Other (specify below)	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	128,211	(1)	D
Series A Preferred Stock	(1)	(1)	Common Stock	27,426	(1)	I	By Trevi 2014 Irrevocable Trust
Series A Preferred Stock	(1)	(1)	Common Stock	13,268	(1)	I	By Spinnaker Trust as Trustee for Trevi 2014 Irrevocable Trust
Series B Preferred Stock	(2)	(2)	Common Stock	116,345	(2)	D
Series C Preferred Stock	(3)	(3)	Common Stock	55,902	(3)	D
Stock Option (right to buy)	(4)	03/10/2023	Common Stock	4,211	$3.14	D
Stock Option (right to buy)	(5)	01/22/2024	Common Stock	3,878	$3.23	D
Stock Option (right to buy)	(6)	07/01/2024	Common Stock	5,925	$2.19	D
Stock Option (right to buy)	(7)	11/24/2024	Common Stock	4,555	$1.43	D
Stock Option (right to buy)	(8)	12/19/2027	Common Stock	26,316	$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 B 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 B 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. 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.

4. This option was granted on March 11, 2013. The 4,211 shares of common stock underlying the option vested over four years from the date of grant in equal monthly installments.

5. This option was granted on January 23, 2014. The 3,878 shares of common stock underlying the option vested over four years from the date of grant in equal monthly installments.

6. This option was granted on July 2, 2014. The 5,925 shares of common stock underlying the option vested over four years from June 11, 2014 in equal monthly installments.

7. This option was granted on November 25, 2014. The 4,555 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 quarterly installments thereafter through November 25, 2018.

8. This option was granted on December 20, 2017. The 26,316 shares of common stock underlying the option are scheduled to vest over four years from the date of grant in equal quarterly installments.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ David P. Meeker	05/07/2019
	** Signature of Reporting Person	Date
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