Edgar Filing: TREVENA INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Alta Partners VIII, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2014

3. Issuer Name and Ticker or Trading Symbol
TREVENA INC [TRVN]

(Last)

(First)

(Middle)

C/O ALTA PARTNERS,,Â ONE EMBARCADERO CENTER, 37TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN FRANCISCO,Â CAÂ 94111

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
Common Stock	0	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	967,741 ⁽¹⁾	$ ⁽¹⁾	I	Direct and Indirect -See footnotes ⁽²⁾ ⁽³⁾
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,354,838 ⁽¹⁾	$ ⁽¹⁾	I	Direct and Indirect - See footnotes ⁽²⁾ ⁽⁴⁾
Series B-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	314,516 ⁽¹⁾	$ ⁽¹⁾	I	Direct and Indirect - See footnotes ⁽²⁾ ⁽⁵⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	780,755 ⁽¹⁾	$ ⁽¹⁾	I	Direct and Indirect - See footnotes ⁽²⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Alta Partners VIII, L.P. C/O ALTA PARTNERS, ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
Alta Partners Management VIII, LLC C/O ALTA PARTNERS, ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
CHAMPSI FARAH C/O ALTA PARTNERS, ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â X	Â X	Â	Â
NOHRA GUY P C/O ALTA PARTNERS, ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
JANNEY DANIEL C/O ALTA PARTNERS, ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â

Signatures

/s/Derek Colla, Attorney-in-Fact		01/30/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		01/30/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		01/30/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		01/30/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		01/30/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Immediately prior to closing of the issuer's initial public offering, the preferred stock held by the reporting persons will automatically convert into common stock on a 6.2 to 1 basis.
(2)	The securities are held of record by Alta Partners VIII, L.P. ("APVIII"). Alta Partners Management VIII, LLC ("APMVIII") is the general partner of APVIII. Guy Nohra, Daniel Janney and Farah Champsi are managing directors of APMVIII and exercise shared voting and investment power with respect to the shares onwed by APVIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein. Ms. Champsi is also a director of the issuer.
(3)	APVIII holds an aggregate of 6,000,000 shares of Series A Preferred Stock which is convertible into 967,741 shares of Common Stock.
(4)	APVIII holds an aggregate of 8,400,000 shares of Series B Preferred Stock which is convertible into 1,354,838 shares of Common Stock.
(5)	APVIII holds an aggregate of 1,950,000 shares of Series B-1 Preferred Stock which is convertible into 314,516 shares of Common Stock.
(6)	APVIII holds an aggregate of 4,840,686 shares of Series C Preferred Stock which is convertible into 780,755 shares of Common Stock.

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