SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
HealthCare Ventures VIII, L.P.

(Last) (First) (Middle)
C/O HEALTHCARE VENTURES LLC,
47 THORNDIKE STREET, SUITE B1-1

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2014
3. Issuer Name and Ticker or Trading Symbol
TREVENA INC [ TRVN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 0 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 967,741(1) (1) I See Footnotes(2)(3)
Series B Preferred Stock (1) (1) Common Stock 677,419(1) (1) I See Footnotes(2)(4)
Series C Preferred Stock (1) (1) Common Stock 504,032(1) (1) I See Footnotes(2)(5)
1. Name and Address of Reporting Person*
HealthCare Ventures VIII, L.P.

(Last) (First) (Middle)
C/O HEALTHCARE VENTURES LLC,
47 THORNDIKE STREET, SUITE B1-1

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HealthCare Partners VIII, L.P.

(Last) (First) (Middle)
C/O HEALTHCARE VENTURES LLC,
47 THORNDIKE STREET, SUITE B1-1

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HealthCare Partners VIII, LLC

(Last) (First) (Middle)
C/O HEALTHCARE VENTURES LLC,
47 THORNDIKE STREET, SUITE B1-1

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CAVANAUGH JAMES H

(Last) (First) (Middle)
C/O HEALTHCARE VENTURES LLC,
47 THORNDIKE STREET, SUITE B1-1

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mirabelli Christopher

(Last) (First) (Middle)
C/O HEALTHCARE VENTURES LLC,
47 THORNDIKE STREET, SUITE B1-1

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LAWLOR AUGUSTINE

(Last) (First) (Middle)
C/O HEALTHCARE VENTURES LLC,
47 THORNDIKE STREET, SUITE B1-1

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LITTLECHILD JOHN W

(Last) (First) (Middle)
C/O HEALTHCARE VENTURES LLC,
47 THORNDIKE STREET, SUITE B1-1

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WERNER HAROLD R

(Last) (First) (Middle)
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
Explanation of Responses:
1. Immediately prior to closing of the issuer's initial public offering, the preferred stock held by the reporting persons will automatically convert into common stock on a 6.2 to 1 basis.
2. The securities are held of record by HealthCare Ventures VIII, L.P. ("HCVVIII"). HealthCare Partners VIII, L.P. ("HCPVIII") is the General Partner of HCVVIII and HealthCare Partners VIII LLC (the "LLC") is the General Partner of HCPVIII. Each of James Cavanaugh, Harold Werner, John Littlechild, Christopher Mirabelli and Augustine Lawlor are the managing directors of the LLC and exercise shared voting and investment power with respect to the shares owned by HCVVIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of their proportionate pecuniary interest therein. Dr. Mirabelli is also a director of the issuer.
3. HCVVIII holds an aggregate of 6,000,000 shares of Series A Preferred Stock which is convertible into 967,740 shares of Common Stock.
4. HCVVIII holds an aggregate of 4,200,000 shares of Series B Preferred Stock which is convertible into 677,419 shares of Common Stock.
5. HCVVIII holds an aggregate of 3,125,000 shares of Series C Preferred Stock which is convertible into 504,032 shares of Common Stock.
Remarks:
/s/Jeffrey B. Steinberg, Administrative Partner of HealthCare Ventures VIII, L.P. 01/30/2014
Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VIII, L.P. 01/30/2014
Jeffrey B. Steinberg, Administrative Officer of HealthCare Partners VIII LLC 01/30/2014
Jeffrey B. Steinberg, Attorney-in-Fact for James H. Cavanaugh 01/30/2014
Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli 01/30/2014
Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor 01/30/2014
Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild 01/30/2014
Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner 01/30/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Jeffrey B. Steinberg his 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
capacity as a general partner of any partnership, or as a managing directors of
any limited liability company, pursuant to sections 13 and 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any and all
regulations promulgated thereunder, and Rules 144, 144A and 145 under the
Securities Act of 1933, as amended (the "Securities Act"), 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, by the Securities Act or by the By-laws of
the National Association of Securities Dealers, Inc., or by the by-laws, rules
or regulations of 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 might or could do in person, thereby ratifying and confirming all
that said attorney-in-fact, or his substitutes may lawfully do or cause to be
done by virtue hereof.

This Power of Attorney shall be valid for five (5) years from the date set forth
below.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 4th day of
November, 2013.

/s/James H. Cavanaugh, Ph.D.	
James H. Cavanaugh, Ph.D.

/s/Christopher Mirabelli, Ph.D.	
Christopher Mirabelli, Ph.D.
						
/s/Harold Werner			
Harold Werner

/s/John Littlechild			
John Littlechild

/s/Augustine Lawlor			
Augustine Lawlor