Peter W. Sonsini - Apr 11, 2022 Form 4 Insider Report for Trevi Therapeutics, Inc. (TRVI)

Role: 10%+ Owner
Signature: /s/Louis Citron, attorney-in-fact
Stock symbol: TRVI
Transactions as of: Apr 11, 2022
Transactions value $: $12,499,999
Form type: 4
Date filed: 4/13/2022, 05:26 PM
Previous filing: Feb 1, 2022
Next filing: May 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TRVI	Common Stock	Purchase	$5M	+2.63M	+33.78%	$1.90	10.4M	Apr 11, 2022	See Note 2	F1, F2
transaction	TRVI	Common Stock	Purchase	$1.8M	+949K		$1.90	949K	Apr 11, 2022	See Note 3	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TRVI	Pre-Funded Warrants	Purchase	$5.7M	+3M		$1.90	3M	Apr 11, 2022	Common Stock	3M	$0.00	See Note 3	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Acquired from the Issuer on April 11, 2022 pursuant to a Securities Purchase Agreement dated April 6, 2022.
F2	The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 16 securities in which the Reporting Person has no pecuniary interest.
F3	The Reporting Person is a manager of NEA 18 VG GP, LLC, which is the sole general partner of NEA Partners 18 VG, L.P. ("NEA Partners 18 VG"). NEA Partners 18 VG is the sole general partner of NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 18 VGE in which the Reporting Person has no pecuniary interest.
F4	The Pre-Funded Warrants are exercisable immediately and will be exercisable until exercised in full. The Pre-Funded Warrants may not be exercised to the extent such exercise would cause the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder's affiliates, and any other persons whose beneficial ownership of the Issuer's common stock would or could be aggregated with the holder's for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended) to beneficially own more than 9.99% of the Issuer's common stock outstanding immediately after giving effect to such exercise, which percentage may be increased or decreased at the holder's election upon 61 days' notice to the Issuer, not to exceed 19.99%.