Edgar Filing: TREVENA INC

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

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

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

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

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

(Last)

(First)

(Middle)

1000 WINTER STREET,

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2014

(Street)

WALTHAM, MA 02451

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

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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/05/2014		C⁽¹⁾		967,740	A	$ 0	967,740	I	See Footnote ⁽²⁾
Common Stock	02/05/2014		C⁽¹⁾		1,354,837	A	$ 0	2,322,577	I	See Footnote ⁽²⁾
Common Stock	02/05/2014		C⁽¹⁾		235,946	A	$ 0	2,558,523	I	See Footnote ⁽²⁾
Common Stock	02/05/2014		C⁽¹⁾		780,754 ⁽³⁾	A	$ 0	3,339,277	I	See Footnote ⁽²⁾
Common Stock	02/05/2014		P⁽⁴⁾		472,405	A	$ 7	3,811,682	I	See Footnote ⁽²⁾ ⁽⁵⁾

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)

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

Series A Preferred Stock

⁽¹⁾

02/05/2014

6,000,000

⁽¹⁾

Common Stock

967,740

$ 0

See Footnote ⁽²⁾

Series B Preferred Stock

⁽¹⁾

02/05/2014

8,400,000

⁽¹⁾

Common Stock

1,354,837

$ 0

See Footnote ⁽²⁾

Warrants- Purchase Series B-1 Preferred Stock (right to buy)

$ 1

02/05/2014

550,000

⁽⁶⁾

⁽⁷⁾

Series B-1 Preferred Stock

550,000

$ 0

See Footnotes ⁽²⁾ ⁽⁸⁾

Series B-1 Preferred Stock

⁽¹⁾

02/05/2014

550,000

⁽¹⁾

Common Stock

88,709

$ 1

550,000

See Footnote ⁽²⁾

Series B-1 Preferred Stock

⁽¹⁾

02/05/2014

S⁽⁹⁾

487,132

⁽¹⁾

Common Stock

78,569

$ 1.129 ⁽¹⁰⁾

62,868

See Footnote ⁽²⁾

Series B-1 Preferred Stock

⁽¹⁾

02/05/2014

1,462,868

⁽¹⁾

Common Stock

235,946

$ 0

See Footnote ⁽²⁾

Series C Preferred Stock

⁽¹⁾

02/05/2014

4,840,686

⁽¹⁾

Common Stock

780,754 ⁽³⁾

$ 0

See Footnote ⁽²⁾

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, MA 02451		X
Flint Jonathan A C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET WALTHAM, MA 02451		X
MCGUIRE TERRANCE C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET WALTHAM, MA 02451	X	X
Polaris Venture Partners Entrepreneurs' Fund V, L.P. 1000 WINTER STREET WALTHAM, MA 02451		X
Polaris Venture Partners Founders' Fund V, L.P. 1000 WINTER STREET WALTHAM, MA 02451		X
Polaris Venture Partners Special Founders' Fund V, L.P. 1000 WINTER STREET WALTHAM, MA 02451		X
Polaris Venture Partners V, L.P. 1000 WINTER STREET WALTHAM, MA 02451		X

Signatures

/s/Derek Colla, Attorney-in-Fact		02/07/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		02/07/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		02/07/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		02/07/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		02/07/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		02/07/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		02/07/2014
^**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)	Each share of convertible preferred stock was convertible at any time, at the holder's election, into the issuer's common stock on a 6.2 to 1 basis. Effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted on a 6.2 to 1 basis into shares of common stock of the issuer. The convertible preferred stock had no expiration date.
(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)	Includes one share of common stock issued to the reporting persons in connection with the aggregation of fractional shares.
(4)	Consists of (i) 455,844 shares of common stock purchased by PVP V, (ii) 8,883 shares of common stock purchased by Entrepreneurs' V, (iii) 3,121 shares of common stock purchased by Founders' V, and (iv) 4,557 shares of common stock purchased by Special Founders' V.
(5)	Consists of (i) 3,678,030 shares held by PVP V, (ii) 71,682 shares held by Entrepreneurs' V, (iii) 25,192 shares held by Founders' V, and (iv) 36,778 shares held by Special Founders' V.
(6)	Immediately exercisable.
(7)	The warrant expires upon an initial public offering of the issuer's common stock.
(8)	PVP V owned warrants to purchase 530,713 shares of Series B-1 Preferred Stock; Entrepreneurs' V owned warrants to purchase 10,343 shares of Series B-1 Preferred Stock; Founders' V owned warrants to purchase 3,636 shares of Series B-1 Preferred Stock; and Special Founders' V owned warrants to purchase 5,308 shares of Series B-1 Preferred Stock.
(9)	On February 5, 2014, the Polaris Funds exercised warrants to purchase 550,000 shares of the issuers Series B-1 Preferred stock for $1.00 per share. The Polaris Funds paid the exercise price on a cashless basis, resulting in the issuer's withholding of 487,132 shares of the Series B-1 Preferred Stock to pay the exercise price and issuing to the Polaris Funds the remaining 62,868 shares of Series B-1 Preferred Stock.
(10)	The sale price of the Series B-1 Preferred Stock was $1.129 per share (or $7.00 divided by 6.2) which was the per share fair market value of the Series B-1 Preferred Stock on the date of the sale.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.