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*
Forest Laboratories Holdings Ltd

(Last) (First) (Middle)
C/O FOREST LABORATORIES, INC.
909 THIRD AVENUE

(Street)
NEW YORK NY 10022

(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)
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 C Preferred Stock 05/03/2013 (1) Common Stock 2,964,895 (1) D(2)
1. Name and Address of Reporting Person*
Forest Laboratories Holdings Ltd

(Last) (First) (Middle)
C/O FOREST LABORATORIES, INC.
909 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FOREST LABORATORIES INC

(Last) (First) (Middle)
909 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FL Holding C.V.

(Last) (First) (Middle)
BEURSPLEIN 37
3011 AA, ROTTERDAM, NL

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FLI International, LLC

(Last) (First) (Middle)
C/O FOREST LABORATORIES, INC.
909 THIRD AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. The Series C Preferred Stock is convertible at any time, in whole or in part, at the option of the holder into Trevena, Inc. ("Issuer") common stock, and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects the 1-for-6.2 reverse stock split that became effective October 30, 2013 (the "Reverse Stock Split"). Immediately prior to the closing of the Issuer's initial public offering and after giving effect to the Reverse Stock Split, the 18,382,352 shares Series C Preferred Stock directly held by Forest Laboratories Holdings Limited ("FLHL") will automatically convert into 2,964,895 shares of the Issuer's common stock.
2. The Series C Preferred Stock is directly held by FLHL, and indirectly held by Forest Laboratories, Inc. ("Forest"), FL Holding C.V. ("FL Holding"), and FLI International LLC ("FLI International", and together with Forest and FL Holding, the "Indirect Reporting Persons"). FLHL is a wholly-owned subsidiary of FL Holding, a Netherlands partnership. The sole limited partner of FL Holding is Forest and the sole general partner of FL Holding is FLI International. FLI International is a wholly-owned subsidiary of Forest. Each of the Indirect Reporting Persons disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of the Series C Preferred Stock of the Issuer held by FLHL in which such Indirect Reporting Person has no pecuniary interest.
Remarks:
/s/ Frank Perier as Secretary of Forest Laboratories Holdings Limited 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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Exhibit 99.1 - Joint Filers' Signatures
Designated Filer:  Forest Laboratories Holdings Limited
Issuer & Ticker Symbol:  Trevena, Inc. (TRVN)
Date of Event Requiring Statement:  January 30, 2014

FOREST LABORATORIES, INC.
By: /s/ Francis I. Perier, Jr.	
Name: Francis I. Perier, Jr.
Title: Executive Vice President - Chief Financial Officer
Date: January 30, 2014

FL HOLDING C.V.
By: /s/ Ralph Kleinman	
Name: Ralph Kleinman
Title: Manager
Date: January 30, 2014

FLI INTERNATIONAL LLC
By: /s/Francis I. Perier, Jr.	
Name: Francis I. Perier, Jr.
Title: Vice President
Date: January 30, 2014