UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
Trevi Therapeutics, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value
(Title
of Class of Securities)
89532M101
(CUSIP
Number)
Stephanie
Brecher
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)
November 6, 2024
(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 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,074,080
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,074,080
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,074,080
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)
18.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
3 of 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,074,080
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,074,080
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,074,080
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)
18.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
4 of 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,074,080
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,074,080
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,074,080
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)
18.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
5 of 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,074,080
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,074,080
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,074,080
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)
18.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
6 of 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,074,080
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,074,080
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,074,080
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)
18.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
7 of 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
| |
8 |
|
SHARED
VOTING POWER
15,074,080
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,074,080
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,074,080
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)
18.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
8 of 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
14,125,132
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
14,125,132
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,125,132
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)
17.5%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
9 of 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
15,074,080
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,074,080
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,074,080
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)
18.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
10 of 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
15,074,080
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,074,080
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,074,080
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)
18.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
11 of 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
15,074,080
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,074,080
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,074,080
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)
18.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
12 of 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
15,074,080
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,074,080 Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,074,080 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)
18.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
13 of 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
15,074,080
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,074,080
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,074,080
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)
18.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
14 of 25 Pages |
| 1 |
|
NAMES
OF REPORTING PERSONS.
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
15,074,080
Shares
|
| |
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10 |
|
SHARED
DISPOSITIVE POWER
15,074,080
Shares
|
|
|
|
|
|
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,074,080
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)
18.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 89532M101
|
13D |
Page
15 of 25 Pages |
Item
1. Security and Issuer.
This
Amendment No. 5 (“Amendment No. 5”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed
on May 20, 2019 (the “Schedule 13D”), Amendment No. 1 thereto filed on April 16, 2020 (“Amendment No. 1”), Amendment
No. 2 thereto filed on November 2, 2021 (“Amendment No. 2”), Amendment No. 3 thereto filed on April 25, 2022 (“Amendment
No. 3”) and Amendment No. 4 thereto filed on May 21, 2024, relating to the common shares, $0.001 par value (the “Common Stock”),
of Trevi Therapeutics, Inc. (the “Issuer”).
Certain
terms used but not defined in this Amendment No. 5 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1,
Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto). Except as specifically provided herein, this Amendment No. 5 does not
modify any of the information previously reported on the Schedule 13D (and Amendment No. 1, Amendment No. 2, Amendment No. 3 and
Amendment No. 4 thereto).
This
Amendment No. 5 is being filed to report that the beneficial ownership of Common Stock by the Reporting Persons (as defined below) has
decreased by more than 1% as a result of an increase in the number of Common Stock outstanding.
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”), which is the sole general partner of NEA Partners 16; and NEA 18 VGE GP, LLC (“NEA
18 VGE LLC” and together with NEA 16 LLC, the “GP LLCs”), which is the sole general partner of NEA Partners 18 VGE;
(c)
Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A.
Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Scott D. Sandell (“Sandell”) and
Paul Walker (“Walker”) (together, the “Managers”).
Behbahani,
Chang, Florence, Makhzoumi, Sandell and Walker (the “Plural Managers”) are managers of NEA 16 LLC and 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 each Fund, 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 Baskett, Behbahani, Chang, Makhzoumi and Walker
is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is
New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.
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.
CUSIP
No. 89532M101
|
13D |
Page
16 of 25 Pages |
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.
Item
3. Source and Amount of Funds or Other Consideration.
Not
applicable.
Item
4. Purpose of Transaction.
Not
applicable.
Item
5. Interest in Securities of the Issuer.
| (a) | NEA 16 is the record owner of 10,421,428 shares of the Common Stock and
may be deemed to beneficially hold 3,703,704 shares of the Common Stock underlying the NEA 16 Warrants (collectively, 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 18 VGE is the record owner of 948,948
shares of the Common Stock (the “NEA 18 VGE Shares”). As the general partner of NEA 18 VGE, NEA Partners 18 VGE may be deemed
to own beneficially the NEA 18 VGE Shares. As the general partner of NEA Partners 18 VGE, NEA 18 VGE LLC may be deemed to own beneficially
the NEA 18 VGE Shares. The NEA 16 Shares and the NEA 18 VGE Shares are referred to herein as the “Firm 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 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 Firm Shares other than those shares which such person owns of record.
CUSIP
No. 89532M101
|
13D |
Page
17 of 25 Pages |
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 based on 80,569,415 shares of Common Stock, which include (i) the
76,865,711 shares of Common Stock reported by the Issuer to be outstanding as of October 31, 2024 on the Issuer’s Form 10-Q filed
with the Securities and Exchange Commission on November 6, 2024 and (ii) the NEA 16 Warrants.
| (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) | 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, Understandings or Relationships with Respect to Securities of the Issuer.
Not
applicable.
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
18 of 25 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 8th day of November, 2024.
NEW
ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA
PARTNERS 16, L.P.
General
Partner |
| By: | NEA
16 GP, LLC
General
Partner |
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA
PARTNERS 16, L.P.
| By: | NEA
16 GP, LLC
General Partner |
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA
16 GP, LLC
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
CUSIP
No. 89532M101
|
13D |
Page
19 of 25 Pages |
*
Forest
Baskett
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*
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:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
CUSIP
No. 89532M101
|
13D |
Page
20 of 25 Pages |
NEA PARTNERS 18 VGE, L.P.
| By: | NEA
18 VGE GP, LLC
General Partner |
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA 18 VGE GP, LLC
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*
Paul Walker
*/s/
Zachary Bambach
Zachary Bambach
As
attorney-in-fact
This Amendment No. 5 to Schedule 13D was executed by Zachary Bambach
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
21 of 25 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 8th day of November, 2024.
NEW
ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA
PARTNERS 16, L.P.
General
Partner |
| By: | NEA
16 GP, LLC
General
Partner |
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA
PARTNERS 16, L.P.
| By: | NEA
16 GP, LLC
General Partner |
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA
16 GP, LLC
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
CUSIP
No. 89532M101
|
13D |
Page
22 of 25 Pages |
*
Forest
Baskett
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*
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:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
CUSIP
No. 89532M101
|
13D |
Page
23 of 25 Pages |
NEA PARTNERS 18 VGE, L.P.
| By: | NEA
18 VGE GP, LLC
General Partner |
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA 18 VGE GP, LLC
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
Makhzoumi
Managing
Partner and Co-Chief Executive Officer
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Scott D. Sandell
*
Paul Walker
*/s/
Zachary Bambach
Zachary Bambach
As
attorney-in-fact
This
Agreement relating to Schedule 13D was executed by Zachary Bambach 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
24 of 25 Pages |
EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher 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, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and
13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission (the “SEC”), including, but not limited to, signing a Form ID for and on behalf of
the undersigned and filing such Form ID with the SEC, 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. This power of attorney is perpetual, unless revoked by the undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 29th day of February, 2024.
| /s/
Peter J. Barris |
|
| Peter
J. Barris |
|
| |
|
| /s/
Forest Baskett |
|
| Forest
Baskett |
|
| |
|
| /s/
Ali Behbahani |
|
| Ali
Behbahani |
|
| |
|
| /s/
Ronald D. Bernal |
|
| Ronald
D. Bernal |
|
| |
|
| /s/
Ann Bordetsky |
|
| Ann
Bordetsky |
|
| |
|
| /s/
Carmen Chang |
|
| Carmen
Chang |
|
| |
|
| /s/
Philip Chopin |
|
| Philip
Chopin |
|
| |
|
| /s/
Anthony A. Florence, Jr. |
|
| Anthony
A. Florence, Jr. |
|
| |
|
| /s/
Jonathan Golden |
|
| Jonathan
Golden |
|
| |
|
| /s/
Scott Gottlieb |
|
| Scott
Gottlieb |
|
CUSIP
No. 89532M101
|
13D |
Page
25 of 25 Pages |
| /s/
Mark Hawkins |
|
| Mark
Hawkins |
|
| |
|
| /s/
Jeffrey R. Immelt |
|
| Jeffrey
R. Immelt |
|
| |
|
| /s/
Aaron Jacobson |
|
| Aaron
Jacobson |
|
| |
|
| /s/
Patrick J. Kerins |
|
| Patrick
J. Kerins |
|
| |
|
| /s/
Hilarie Koplow-McAdams |
|
| Hilarie
Koplow-McAdams |
|
| |
|
| /s/
Vanessa Larco |
|
| Vanessa
Larco |
|
| |
|
| /s/
Julio C. Lopez |
|
| Julio
C. Lopez |
|
| |
|
| /s/
Tiffany Le |
|
| Tiffany
Le |
|
| |
|
| /s/
Mohamad H. Makhzoumi |
|
| Mohamad
H. Makhzoumi |
|
| |
|
| /s/
Edward T. Mathers |
|
| Edward
T. Mathers |
|
| |
|
| /s/
Gregory Papadopoulos |
|
| Gregory
Papadopoulos |
|
| |
|
| /s/
Kavita Patel |
|
| Kavita
Patel |
|
| |
|
| /s/
Scott D. Sandell |
|
| Scott
D. Sandell |
|
| |
|
| /s/
A. Brooke Seawell |
|
| A.
Brooke Seawell |
|
| |
|
| /s/
Peter Sonsini |
|
Peter
Sonsini |
|
| |
|
| /s/
Melissa Taunton |
|
| Melissa
Taunton |
|
| |
|
| /s/
Paul E. Walker |
|
| Paul
E. Walker |
|
| |
|
| /s/
Rick Yang |
|
| Rick
Yang |
|
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