Edgar Filing: Flint Jonathan A

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 Polaris Venture Management Co. V, L.L.C.

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)

1000 WINTER STREET,Â

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)

WALTHAM,Â MAÂ 02451

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	967,740 ⁽¹⁾	$ ⁽¹⁾	I	See footnotes ⁽²⁾ ⁽³⁾
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,354,837 ⁽¹⁾	$ ⁽¹⁾	I	See footnotes ⁽²⁾ ⁽⁴⁾
Series B-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	225,805 ⁽¹⁾	$ ⁽¹⁾	I	See footnotes ⁽²⁾ ⁽⁵⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	780,753 ⁽¹⁾	$ ⁽¹⁾	I	See footnotes ⁽²⁾ ⁽⁶⁾
Series B-1 Warrants	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	10,135 ⁽⁸⁾	$ 1	I	See footnotes ⁽²⁾ ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Polaris Venture Management Co. V, L.L.C. 1000 WINTER STREET WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â
Polaris Venture Partners V, L.P. 1000 WINTER STREET WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â
Polaris Venture Partners Entrepreneurs' Fund V, L.P. 1000 WINTER STREET WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â
Polaris Venture Partners Founders' Fund V, L.P. 1000 WINTER STREET WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â
Polaris Venture Partners Special Founders' Fund V, L.P. 1000 WINTER STREET WALTHAM,Â MAÂ 02451	Â	Â X	Â	Â
MCGUIRE TERRANCE C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET WALTHAM,Â MAÂ 02451	Â X	Â X	Â	Â
Flint Jonathan A C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET WALTHAM,Â MAÂ 02451	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
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)	Terrance G. McGuire, a director of the issuer, and Jonathan Flint are managing members of Polaris Venture Management Co. V, L.L.C. ("Polaris V"), which is the sole general partner of each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Entrepreneurs' V), Polaris Venture Partners Founders' Fund V, L.P. ("Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Special Founders' V")(collectively, the "Polaris Funds") and may be deemed to beneficially own the shares held by the Polaris Funds. Each of Mr. McGuire, Mr. Flint and Polaris V disclaim beneficial ownership of these securities and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
(3)	The Polaris Funds hold an aggregate of 6,000,000 shares of Series A Preferred Stock ("Series A") convertible into 967,740 shares of Common Stock, which includes shares of Series A convertible into 933,807 shares of common stock held by PVP V, shares of Series A convertible into 18,199 shares of common stock held by Entrepreneurs' V, shares of Series A convertivle into 6,396 shares of common stock held by Founders' V and shares of Series A convertible into 9,338 shares of common stock held by Special Founders' V.
(4)	The Polaris Funds hold an aggregate of 8,400,000 shares of Series B Preferred Stock ("Series B") convertible into 1,354,837 shares of common stock, which includes shares of Series B convertible into 1,307,330 shares of common stock held by PVP V, shares of Series B convertible into 25,479 shares of common stock held by Entrepreneurs' V, shares of Series B convertible into 8,955 shares of common stock held by Founders' V and shares of Series B convertible into 13,073 shares of Special Founders' V.
(5)	The Polaris Funds hold an aggregate of 1,400,000 shares of Series B-1 Preferred Stock ("Series B-1") convertible into 225,805 shares of common stock, which includes shares of Series B-1 convertible into 217,888 shares of common stock held by PVP V, shares of Series B-1 convertible into 4,246 shares of common stock held by Entrepreneurs' V, shares of Series B-1 convertible into 1,492 shares of common stock held by Founders' V and shares of Series B-1 convertible into 2,179 shares of Special Founders' V.
(6)	The Polaris Funds hold an aggregate of 4,840,686 shares of Series C Preferred Stock ("Series C") convertible into 780,753 shares of common stock, which includes shares of Series C convertible into 753,377 shares of common stock held by PVP V, shares of Series C convertible into 14,683 shares of common stock held by Entrepreneurs' V, shares of Series C convertible into 5,160 shares of common stock held by Founders' V and shares of Series C convertible into 7,533 shares of Special Founders' V.
(7)	In accordance with their terms, the Series B-1 Warrants (the "Warrants") will be net exercised immediately prior to closing of the issuer's initial public offering.
(8)	Assumes the net exercise of the Warrants immediately prior to the issuer's initial public offering and assumes an initial public offering price of $7.00 per share.
(9)	The Polaris Funds hold an aggregate of 550,000 Warrants to purchase Series B-1 Preferred Stock ("B-1 Warrants") convertible into 88,708 shares of common stock, which includes B-1 Warrants convertible into 85,598 shares of common stock held by PVP V, B-1 Warrants convertible into 1,668 shares of common stock held by Entrepreneurs' V, B-1 Warrants convertible into 586 shares of common stock held by Founders' V and B-1 Warrants convertible into 856 shares of Special Founders' V.

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