Tpg Gp A, Llc - Jun 29, 2022 Form 4 Insider Report for Trevi Therapeutics, Inc. (TRVI)

Role
10%+ Owner
Signature
/s/ Bradford Berenson, General Counsel, TPG GP A, LLC (6)
Stock symbol
TRVI
Transactions as of
Jun 29, 2022
Transactions value $
-$1,318,201
Form type
4
Date filed
7/1/2022, 04:10 PM
Previous filing
Jun 2, 2022
Next filing
Jul 6, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TRVI Common Stock Sale -$126K -46.1K -0.96% $2.74 4.75M Jun 29, 2022 See Explanation of Responses F1, F2, F4, F5
transaction TRVI Common Stock Sale -$1.19M -430K -9.04% $2.77 4.32M Jun 30, 2022 See Explanation of Responses F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Entities owned by David Bonderman, James G. Coulter and Jon Winkelried own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the controlling shareholder of TPG GPCo, Inc., which is the managing member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG Biotechnologies GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 4,324,883 shares of Common Stock ("Common Stock") of Trevi Therapeutics, Inc. (the "Issuer").
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.70 to $2.78 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.70 to $2.94 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F4 Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.
F5 Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Commission. (8) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to the authorization and designation letter dated October 12, 2020, which was previously filed with the Commission.