Chief Commercial Officer Simon Farrell exercised 112,563 shares at a strike of $2.86 and sold $548,878 worth of shares (81,313 units at $6.75), increasing direct ownership by 68% to 76,900 units (SEC Form 4)
$TRVI
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Trevi Therapeutics, Inc. [ TRVI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/10/2025 | M(1) | 17,500 | A | $3.21 | 63,150 | D | |||
| Common Stock | 03/10/2025 | M(1) | 63,813 | A | $3.91 | 126,963 | D | |||
| Common Stock | 03/10/2025 | M(1) | 31,250 | A | $0.511 | 158,213 | D | |||
| Common Stock | 03/10/2025 | S(2) | 76,963 | D | $6.7276(3) | 81,250 | D | |||
| Common Stock | 03/10/2025 | S(2) | 4,350 | D | $7.1498(4) | 76,900 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Option (right to buy) | $2.38 | 03/10/2025 | A | 38,400(5) | 03/10/2025 | 02/14/2034 | Common Stock | 38,400 | $0 | 38,400 | D | ||||
| Performance Stock Option (right to buy) | $3.21 | 03/10/2025 | M | 17,500 | (6) | 02/16/2031 | Common Stock | 17,500 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $3.91 | 03/10/2025 | M | 63,813 | (7) | 09/22/2030 | Common Stock | 63,813 | $0 | 11,187 | D | ||||
| Stock Option (right to buy) | $0.511 | 03/10/2025 | M | 31,250 | (8) | 02/10/2032 | Common Stock | 31,250 | $0 | 18,750 | D | ||||
| Explanation of Responses: |
| 1. This exercise of stock options was effected pursuant to a Rule 10b5-1 trading plan that was adopted on April 9, 2024. |
| 2. This sale was effected pursuant to a Rule 10b5-1 trading plan that was adopted on April 9, 2024. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.14 to $7.13 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.14 to $7.16 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 5. Reporting person was granted a performance-based stock option on February 15, 2024, to purchase 120,000 shares of common stock. The option vests based on the attainment of established performance criteria related to the timing and successful results of the Company's Phase 2b CORAL trial of Haduvio (nalbuphine ER) in patients with chronic cough in idiopathic pulmonary fibrosis, and Phase 2 RIVER trial of Haduvio in patients with refractory chronic cough. On March 10, 2025, the Compensation Committee of the Board of Directors of the Issuer certified that the performance metrics related to the successful results of the RIVER trial were satisfied, resulting in the vesting of the option as to 38,400 shares of common stock. The performance-based stock option remains eligible for vesting with respect to additional shares of common stock underlying the option in the event that performance metrics related to the successful results of the CORAL trial are satisfied. |
| 6. Reporting person was granted a performance-based stock option on February 17, 2021, to purchase 17,500 shares of common stock. The option vested based on the attainment of established performance criteria related to the timing and successful results of the Company's Phase 2b/3 PRISM trial of Haduvio for the treatment of prurigo nodularis, and Phase 2 CANAL trial of Haduvio for the treatment of chronic cough in patients with idiopathic pulmonary fibrosis. |
| 7. This option was granted on September 22, 2020. The 75,000 shares of common stock underlying the option vested as to 25% of the shares on September 22, 2021 and vested as to the remaining 75% of the shares in equal monthly installments thereafter through September 22, 2024. |
| 8. This option was granted on February 11, 2022. The 75,000 shares of common stock underlying the option vested as to 25% of the shares on February 11, 2023 and vest as to the remaining 75% of the shares in equal monthly installments thereafter through February 11, 2026. |
| /s/ Christopher Galletta, attorney-in-fact | 03/12/2025 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||