Form SC 13D/A Trevi Therapeutics, Inc. Filed by: New Enterprise Associates 16, L.P.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Trevi Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

89532M101

(CUSIP Number)

Louis S. Citron, Esq.

New Enterprise Associates

1954 Greenspring Drive, Suite 600, Timonium, MD 21093

(410) 842-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 11, 2022

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 89532M101

13D

Page 2 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   New Enterprise Associates 16, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware Limited Partnership

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     PN

 

CUSIP No. 89532M101

13D

Page 3 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   NEA Partners 16, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware Limited Partnership

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     PN

  

 

CUSIP No. 89532M101

13D

Page 4 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   NEA 16 GP, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware Limited Liability Company

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     OO

  

 

CUSIP No. 89532M101

13D

Page 5 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   NEA 18 Venture Growth Equity, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware Limited Partnership

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     PN

  

 

CUSIP No. 89532M101

13D

Page 6 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   NEA Partners 18 VGE, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware Limited Liability Company

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     PN

  

 

CUSIP No. 89532M101

13D

Page 7 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   NEA 18 VGE GP, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware Limited Liability Company

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     OO

  

CUSIP No. 89532M101

13D

Page 8 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Forest Baskett
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   10,421,428 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   10,421,428 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   10,421,428 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    33.8%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

 

CUSIP No. 89532M101

13D

Page 9 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Ali Behbahani
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 shares
		10.		SHARED DISPOSITIVE POWER   14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

CUSIP No. 89532M101

13D

Page 10 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Carmen Chang
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

 

CUSIP No. 89532M101

13D

Page 11 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Anthony A. Florence, Jr.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

 

CUSIP No. 89532M101

13D

Page 12 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Liza Landsman
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   3,948,948 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   3,948,948 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,948,948 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    11.6%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

CUSIP No. 89532M101

13D

Page 13 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Mohamad H. Makhzoumi
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER       14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

CUSIP No. 89532M101

13D

Page 14 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Edward T. Mathers
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   3,948,948 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER       3,948,948 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       3,948,948 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    11.6%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

CUSIP No. 89532M101

13D

Page 15 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Scott D. Sandell
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

CUSIP No. 89532M101

13D

Page 16 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Peter W. Sonsini
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

CUSIP No. 89532M101

13D

Page 17 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Paul Walker
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   14,370,376 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   14,370,376 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,370,376 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    42.5%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

CUSIP No. 89532M101

13D

Page 18 of 29 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Rick Yang
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   3,948,948 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER       3,948,948 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       3,948,948 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    11.6%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

CUSIP No. 89532M101

13D

Page 19 of 29 Pages

 

Schedule 13D

Item 1. Security and Issuer.

This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends and supplements the statement on 13D originally filed on May 20, 2020, Amendment No. 1 thereto filed on April 16, 2020 and Amendment No. 2 thereto filed on November 2, 2021, relating to the common shares, $0.001 par value (the “Common Stock”), of Trevi Therapeutics, Inc. (the “Issuer”) having its principal executive office at 195 Church Street, 14^th Floor, New Haven, Connecticut.

 

Certain terms used but not defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D.

 

Item 2. Identity and Background.

 

This statement is being filed by:

 

(a)    New Enterprise Associates 16, L.P. (“NEA 16”) and NEA 18 Venture Growth Equity, L.P. (“NEA 18 VGE” and, together with NEA 16, the “Funds”);

 

(b)   NEA Partners 16, L.P. (“NEA Partners 16”), which is the sole general partner of NEA 16; NEA Partners 18 VGE, L.P. (“NEA Partners 18 VGE” and, together with NEA Partners 16, the “GPLPs”), which is the sole general partner of NEA 18 VGE; NEA 16 GP, LLC (“NEA 16 LLC”); and NEA 18 VGE GP, LLC (“NEA 18 VGE LLC” and, together with NEA 16 LLC, the “GP LLCs”);

 

(c)    Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence, Jr. (“Florence”), Liza Landsman (“Landsman”), Mohamad H. Makhzoumi (“Makhzoumi”), Edward T. Mathers (“Mathers”), Scott D. Sandell (“Sandell”), Peter W. Sonsini (“Sonsini”), Paul Walker (“Walker”) and Rick Yang (“Yang”) (together, the “Managers”).

 

Behbahani, Chang, Florence, Makhzoumi, Sandell, Sonsini and Walker (the “Plural Managers”) are managers of NEA 16 LLC and NEA 18 VGE LLC. Landsman, Mathers and Yang (the “Singular Managers”) are managers of NEA 18 VGE LLC. Baskett is a manager of NEA 16 LLC.

 

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons” and the GPLPs and the GP LLCs are referred to herein as the “Control Entities.”

 

The address of the principal business office of the Funds, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Behbahani and Mathers is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Chang, Makhzoumi, Sonsini, Walker and Yang is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence and Landsman is New Enterprise Associates, 104 5^th Avenue, 19^th Floor, New York, NY 10001.

 

The principal business of NEA 16 and NEA 18 VGE is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA Partners 18 VGE is to act as the sole general partner of NEA 18 VGE. The principal business of NEA 16 LLC is to act as the sole general partner of NEA Partners 16. The principal business of NEA 18 VGE LLC is to act as the sole general partner of NEA Partners 18 VGE. The principal business of each of the Managers is to manage the Control Entities, NEA 16, NEA 18 VGE and a number of affiliated partnerships with similar businesses, as applicable.

 

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

NEA 16 LLC and NEA 18 VGE LLC are each a limited liability company organized under the laws of the State of Delaware. NEA 16, NEA 18 VGE, NEA Partners 16 and NEA Partners 18 VGE are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.

 

 

 

CUSIP No. 89532M101

13D

Page 20 of 29 Pages

 

 

Item 3. Source and Amount of Funds or Other Consideration.

On April 6, 2022, NEA 16 and NEA 18 VGE entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Issuer in a private placement transaction (the “Private Placement”), whereby (i) NEA 16 agreed to purchase 2,631,578 shares of Common Stock and (ii) NEA 18 VGE agreed to purchase 948,948 shares of Common Stock and accompanying warrants to purchase an aggregate of 3,000,000 shares of Common Stock (the “NEA 18 VGE Warrants”), each warrant exercisable immediately subject to certain limitations (including a limitation on exercise preventing NEA 18 VGE from beneficially owning in excess of 9.99% (or 19.99% upon notice by NEA 18 VGE to the Issuer) of the number of shares of the Issuer’s Common Stock outstanding (the “Beneficial Ownership Limitation”)). Pursuant to the Securities Purchase Agreement, each share of Common Stock and accompanying warrants to purchase Common Stock were sold together at a combined price of $1.89, for an aggregate purchase price by NEA 16 of $4,999,998.20 and by NEA 18 VGE of $7,500,001.20. Prior to the Private Placement, NEA 16 held 7,789,850 shares of Common Stock. NEA 16 now holds a total of 10,421,428 shares of the Issuer’s Common Stock (the “NEA 16 Shares”) and NEA 18 VGE holds 948,948 shares of Common Stock (the NEA 18 VGE Common Shares”) and may be deemed to beneficially hold 3,000,000 shares of Common Stock underlying the NEA 18 VGE Warrants (the “NEA 18 VGE Warrant Shares and, together with the NEA 18 VGE Common Shares, the “NEA 18 VGE Shares”). The NEA 16 Shares and the NEA 18 VGE Shares are referred to herein as the “Firm Shares.”

 

The working capital of NEA 16 was the source of the funds for the purchase of the NEA 16 Shares. No part of the purchase price of the NEA 16 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 16 Shares.

 

The working capital of NEA 18 VGE was the source of the funds for the purchase of the NEA 18 VGE Shares. No part of the purchase price of the NEA 18 VGE Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 18 VGE Shares.

 

Item 4. Purpose of Transaction.

NEA 16 acquired the NEA 16 Shares for investment purposes and NEA 18 VGE acquired the NEA 18 VGE Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 16, NEA 18 VGE and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

 

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

 

(f)

Any other material change in the Issuer’s business or corporate structure;

 

(g)

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 

(j)

Any action similar to any of those enumerated above.

 

 

CUSIP No. 89532M101

13D

Page 21 of 29 Pages

 

 

Item 5. Interest in Securities of the Issuer.

(a)

NEA 16 is the record owner of the NEA 16 Shares. As the general partner of NEA 16, NEA Partners 16 may be deemed to own beneficially the NEA 16 Shares. As the sole general partner of NEA Partners 16, NEA 16 LLC may be deemed to own beneficially the NEA 16 Shares.

 

NEA 16 is the record owner of the NEA 16 Shares. As the general partner of NEA 16, NEA Partners 16 may be deemed to own beneficially the NEA 16 Shares. As the sole general partner of NEA Partners 16, NEA 16 LLC may be deemed to own beneficially the NEA 16 Shares.

 

By virtue of their relationship as affiliated entities, whose Control Entities have overlapping individual controlling persons, each of the Funds may be deemed to share the power to direct the disposition and vote of the Firm Shares. As general partners of the Funds, each of the GPLPs may also be deemed to own beneficially the Firm Shares. As the sole general partner of NEA Partners 16, NEA 16 LLC may also be deemed to own beneficially the Firm Shares. As the sole general partner of NEA Partners 18 VGE, NEA 18 VGE LLC may also be deemed to own beneficially the Firm Shares.

 

As individual managers of NEA 16 LLC and NEA 18 VGE LLC, each of the Plural Managers may be deemed to own beneficially all of the Firm Shares. As managers of NEA 18 VGE LLC, each of the Singular Managers may be deemed to own beneficially the NEA 18 VGE Shares. As an individual manager of NEA 16 LLC, Baskett may be deemed to own beneficially the NEA 16 Shares.

 

Each Reporting Person disclaims beneficial ownership of the NEA 16 Shares other than those shares which such person owns of record.

 

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated for each Reporting Person other than Baskett based on 33,805,804 shares of Common Stock, which include (i) the 30,805,804 shares of Common Stock reported to be outstanding as of March 17, 2022 on the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 17, 2022 (the “10-K Shares:) and (ii) the NEA 18 VGE Warrant Shares. Such percentage was calculated for Baskett based on the 10-K Shares.

 

(b)

Regarding the number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: See line 7 of cover sheets

 

(ii)

shared power to vote or to direct the vote: See line 8 of cover sheets

 

(iii)

sole power to dispose or to direct the disposition: See line 9 of cover sheets

 

(iv)

shared power to dispose or to direct the disposition: See line 10 of cover sheets

 

(c)

Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

 

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.

  

 

Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. 

In connection with the Private Placement, (i) NEA 16 and NEA 18 VGE entered into the Securities Purchase Agreement, the form of which is set forth as Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC on April 7, 2022 (the “8-K”); (ii) NEA 16 and NEA 18 VGE entered into that certain Registration Rights Agreement, the form of which is set forth as Exhibit 99.2 to the 8-K; (iii) and NEA 18 VGE entered into the NEA 18 VGE Warrants, the forms of which are set forth as Exhibits 4.1 to the 8-K.

 

Item 7. Material to Be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

CUSIP No. 89532M101

13D

Page 22 of 29 Pages

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

EXECUTED this 25^th day of April, 2022.

 

 

NEW ENTERPRISE ASSOCIATES 16, L.P.

 

By:

NEA PARTNERS 16, L.P. General Partner

 

By:

NEA 16 GP, LLC General Partner

  

  By:          *                                

 Scott D. Sandell

 Chief Executive Officer 

 

NEA PARTNERS 16, L.P.

 

By:

NEA 16 GP, LLC General Partner

 

By:          *                                

Scott D. Sandell

Chief Executive Officer

 

  

NEA 16 GP, LLC

 

By:          *                                

Scott D. Sandell

Chief Executive Officer

 

 

 

 

 

 

 

CUSIP No. 89532M101

13D

Page 23 of 29 Pages

 

 

 

 

                 *                        

Forest Baskett

 

 

                 *                        

Ali Behbahani

 

 

                 *                        

Carmen Chang

 

 

                 *                        

Anthony A. Florence, Jr.

 

 

                 *                        

Mohamad H. Makhzoumi

 

 

                 *                        

Scott D. Sandell

 

 

                 *                        

Peter W. Sonsini

 

 

                 *                        

Paul Walker 

 

 

 

NEA 18 VENTURE GROWTH EQUITY, L.P.

 

By:

NEA PARTNERS 18 VGE, L.P. General Partner

 

By:

NEA 18 VGE GP, LLC General Partner

  

  By:          *                                

 Scott D. Sandell

 Chief Executive Officer 

 

NEA PARTNERS 18 VGE, L.P.

 

By:

NEA 18 VGE GP, LLC General Partner

 

By:          *                                

Scott D. Sandell

Chief Executive Officer

 

  

 

 

 

CUSIP No. 89532M101

13D

Page 24 of 29 Pages

 

 

 

 

NEA 18 VGE GP, LLC

 

By:          *                                

Scott D. Sandell

Chief Executive Officer

 

 

                 *                        

Ali Behbahani

 

 

                 *                        

Carmen Chang

 

 

                 *                        

Anthony A. Florence, Jr.

 

 

                 *                        

Liza Landsman

 

 

                 *                        

Mohamad H. Makhzoumi

 

 

                 *                        

Edward T. Mathers

 

 

                 *                        

Scott D. Sandell

 

 

                 *                        

Peter W. Sonsini

 

 

                 *                        

Paul Walker 

 

 

                 *                        

Rick Yang 

 

 

 

 

 

 

*/s/ Louis Citron           

Louis Citron

As attorney-in-fact

 

 

This Amendment No. 3 to Schedule 13D was executed by Louis Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

 

 

CUSIP No. 89532M101

13D

Page 25 of 29 Pages

 

EXHIBIT 1

 

AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Trevi Therapeutics, Inc.

 

EXECUTED this 25^th day of April, 2022.

 

 

NEW ENTERPRISE ASSOCIATES 16, L.P.

 

By:

NEA PARTNERS 16, L.P. General Partner

 

By:

NEA 16 GP, LLC General Partner

  

  By:          *                                

 Scott D. Sandell

 Chief Executive Officer 

 

NEA PARTNERS 16, L.P.

 

By:

NEA 16 GP, LLC General Partner

 

By:          *                                

Scott D. Sandell

Chief Executive Officer

 

  

NEA 16 GP, LLC

 

By:          *                                

Scott D. Sandell

Chief Executive Officer

 

 

 

 

CUSIP No. 89532M101

13D

Page 26 of 29 Pages

 

 

 

 

                 *                        

Forest Baskett

 

 

                 *                        

Ali Behbahani

 

 

                 *                        

Carmen Chang

 

 

                 *                        

Anthony A. Florence, Jr.

 

 

                 *                        

Mohamad H. Makhzoumi

 

 

                 *                        

Scott D. Sandell

 

 

                 *                        

Peter W. Sonsini

 

 

                 *                        

Paul Walker 

 

 

 

NEA 18 VENTURE GROWTH EQUITY, L.P.

 

By:

NEA PARTNERS 18 VGE, L.P. General Partner

 

By:

NEA 18 VGE GP, LLC General Partner

  

  By:          *                                

 Scott D. Sandell

 Chief Executive Officer 

 

NEA PARTNERS 18 VGE, L.P.

 

By:

NEA 18 VGE GP, LLC General Partner

 

By:          *                                

Scott D. Sandell

Chief Executive Officer

 

  

 

 

 

CUSIP No. 89532M101

13D

Page 27 of 29 Pages

 

 

 

 

NEA 18 VGE GP, LLC

 

By:          *                                

Scott D. Sandell

Chief Executive Officer

 

 

                 *                        

Ali Behbahani

 

 

                 *                        

Carmen Chang

 

 

                 *                        

Anthony A. Florence, Jr.

 

 

                 *                        

Liza Landsman

 

                 *                        

Mohamad H. Makhzoumi

 

 

                 *                        

Edward T. Mathers

 

 

                 *                        

Scott D. Sandell

 

 

                 *                        

Peter W. Sonsini

 

 

                 *                        

Paul Walker 

 

 

                 *                        

Rick Yang 

 

 

 

*/s/ Louis Citron           

Louis Citron

As attorney-in-fact

 

 

This Agreement relating to Schedule 13D was executed by Louis Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

 

 

CUSIP No. 89532M101

13D

Page 28 of 29 Pages

EXHIBIT 2

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.

 

 

/s/ M. James Barrett            

M. James Barrett

 

/s/ Peter J. Barris                

Peter J. Barris

 

/s/ Forest Baskett                

Forest Baskett

 

/s/ Ali Behbahani                 

Ali Behbahani

 

/s/ Colin Bryant                   

Colin Bryant

 

/s/ Carmen Chang               

Carmen Chang

 

/s/ Anthony A. Florence, Jr.

Anthony A. Florence, Jr.

 

/s/ Carol G. Gallagher          

Carol G. Gallagher

 

/s/ Dayna Grayson               

Dayna Grayson

 

/s/ Patrick J. Kerins             

Patrick J. Kerins

 

/s/ P. Justin Klein                

P. Justin Klein

 

 

 

CUSIP No. 89532M101

13D

Page 29 of 29 Pages

 

 

 

 

/s/ Vanessa Larco               

Vanessa Larco

 

/s/ Joshua Makower             

Joshua Makower

 

/s/ Mohamad H. Makhzoumi

Mohamad H. Makhzoumi

 

/s/ Edward T. Mathers         

Edward T. Mathers

 

/s/ David M. Mott                

David M. Mott

 

/s/ Sara M. Nayeem            

Sara M. Nayeem

 

/s/ Jason R. Nunn                

Jason R. Nunn

 

/s/ Gregory Papadopoulos    

Gregory Papadopoulos

 

/s/ Chetan Puttagunta          

Chetan Puttagunta

 

/s/ Jon Sakoda                     

Jon Sakoda

 

/s/ Scott D. Sandell              

Scott D. Sandell

 

/s/ A. Brooke Seawell          

A. Brooke Seawell

 

/s/ Peter W. Sonsini             

Peter W. Sonsini

 

/s/ Melissa Taunton             

Melissa Taunton

 

/s/ Frank M. Torti                

Frank M. Torti

 

/s/ Ravi Viswanathan           

Ravi Viswanathan

 

/s/ Paul E. Walker               

Paul E. Walker

 

/s/ Rick Yang                      

Rick Yang

 

 

 

 

 

 

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