Edgar Filing: Yoder Robert T

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Yoder Robert T

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr. VP, Chief Business Officer

(Last)

(First)

(Middle)

C/O TREVENA, INC., 955 CHESTERBROOK BOULEVARD, SUITE 110

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2018

(Street)

CHESTERBROOK, PA 19087

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/06/2018		A		100,000 ⁽¹⁾	A	$ 0	100,000	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 0.65

12/06/2018

100,000

⁽²⁾

12/06/2028

Common Stock

100,000

$ 0

100,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Yoder Robert T C/O TREVENA, INC. 955 CHESTERBROOK BOULEVARD, SUITE 110 CHESTERBROOK, PA 19087			Sr. VP, Chief Business Officer

Signatures

/s/ John Limongelli, Attorney-in-Fact		12/10/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	These shares are represented by restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of the Issuer. Of the shares underlying the RSU, 25% of the total number of shares subject to the RSU shall vest on June 1, 2019, 25% of the total number of shares subject to the RSU shall vest on December 1, 2019 and 50% of the total number of shares subject to the RSU shall vest on December 6, 2020, until such time as the RSU is vested with respect to all the shares subject to the RSU, subject to the Reporting Person's Contintuous Service (as defined in the 2013 Equity Incentive Plan, as amended) as of each such vesting date.
(2)	The option shall vest and become exercisable with respect to 25% of the total number of shares subject to the option on June 1, 2019, 25% of the total number of shares subject to the option on December 1, 2019 and 50% of the total number of shares subject to the option on December 6, 2020, until such time as the option is vested with respect to all the shares subject to the option, subject to the Reporting Person's Continuous Service (as defined in the 2013 Equity Incentive Plan, as amended) as of each such vesting date.

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