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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series C Preferred Stock | (1) | 02/05/2014 | C | 18,382,352 | (1) | (1) | Common Stock | 2,964,895 (1) | $ 0 | 0 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Forest Laboratories Holdings Ltd C/O FOREST LABORATORIES, INC. 909 THIRD AVENUE NEW YORK, NY 10022 |
X | |||
FOREST LABORATORIES INC 909 THIRD AVENUE NEW YORK, NY 10022 |
X | |||
FL Holding C.V. BEURSPLEIN 37 3011 AA ROTTERDAM, NL |
X | |||
FLI International, LLC C/O FOREST LABORATORIES, INC. 909 THIRD AVENUE NEW YORK, NY 10022 |
X |
Frank Perier as Chairman of Forest Laboratories Holdings Limited | 02/07/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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 the closing of Trevena, Inc.'s (the "Issuer") initial public offering of its common stock on February 5, 2014, the 18,382,352 shares Series C Preferred Stock directly held by Forest Laboratories Holdings Limited ("FLHL") automatically converted without payment of further consideration into 2,964,895 shares of the Issuer's common stock after giving effect to the Issuer's 1-for-6.2 reverse stock split that became effective October 30, 2013. The Series C Preferred Stock was convertible at any time, in whole or in part, at the option of the holder and had no expiration date. |
(2) | These securities are directly held by FLHL, and indirectly held by Forest Laboratories, Inc. ("Forest"), FL Holding C.V. ("FL Holding"), and FLI International LLC ("FLI International", and together with Forest and FL Holding, the "Indirect Reporting Persons"). FLHL is a wholly-owned subsidiary of FL Holding, a Netherlands partnership. The sole limited partner of FL Holding is Forest and the sole general partner of FL Holding is FLI International. FLI International is a wholly-owned subsidiary of Forest. Each of the Indirect Reporting Persons disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of the securities of the Issuer held by FLHL in which such Indirect Reporting Person has no pecuniary interest. |