SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on January 29, 2015
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Trevena, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
89532E109
(CUSIP Number)
December 31, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 89532E109 | 13G | Page 2 of 15 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HealthCare Ventures VIII, L.P. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x1
|
||
| 3 |
SEC USE ONLY
|
||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
||
|
NUMBER OF |
5 |
SOLE VOTING POWER
|
|
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
2,446,251 |
|
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
|
|
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
2,446,251 |
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,446,251 |
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
||
| 12 |
TYPE OF REPORTING PERSON*
PN |
||
1 This Schedule 13G is being filed jointly by the Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
| CUSIP No. 89532E109 | 13G | Page 3 of 15 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HealthCare Partners VIII, L.P. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x See Footnote 1 |
||
| 3 |
SEC USE ONLY
|
||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
||
|
NUMBER OF |
5 |
SOLE VOTING POWER
|
|
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
2,446,251 |
|
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
|
|
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
2,446,251 |
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,446,251 |
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
||
| 12 |
TYPE OF REPORTING PERSON*
PN |
||
| CUSIP No. 89532E109 | 13G | Page 4 of 15 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HealthCare Partners VIII, LLC |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x See Footnote 1 |
||
| 3 |
SEC USE ONLY
|
||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
|
||
|
NUMBER OF |
5 |
SOLE VOTING POWER
|
|
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
2,446,251 |
|
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
|
|
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
2,446,251 |
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,446,251 |
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
||
| 12 |
TYPE OF REPORTING PERSON*
OO |
||
| CUSIP No. 89532E109 | 13G | Page 5 of 15 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James H. Cavanaugh, Ph.D. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x See Footnote 1 |
||
| 3 |
SEC USE ONLY
|
||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
||
|
NUMBER OF |
5 |
SOLE VOTING POWER
|
|
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
2,446,251 |
|
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
|
|
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
2,446,251 |
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,446,251 |
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
||
| 12 |
TYPE OF REPORTING PERSON*
IN |
||
| CUSIP No. 89532E109 | 13G | Page 6 of 15 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Christopher Mirabelli, Ph.D. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x See Footnote 1 |
||
| 3 |
SEC USE ONLY
|
||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
||
|
NUMBER OF |
5 |
SOLE VOTING POWER
|
|
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
2,446,251 |
|
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
|
|
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
2,446,251 |
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,446,251 |
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
||
| 12 |
TYPE OF REPORTING PERSON*
IN |
||
| CUSIP No. 89532E109 | 13G | Page 7 of 15 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Harold R. Werner |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x See Footnote 1 |
||
| 3 |
SEC USE ONLY
|
||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
||
|
NUMBER OF |
5 |
SOLE VOTING POWER
|
|
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
2,446,251 |
|
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
|
|
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
2,446,251 |
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,446,251 |
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
||
| 12 |
TYPE OF REPORTING PERSON*
IN |
||
| CUSIP No. 89532E109 | 13G | Page 8 of 15 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John W. Littlechild |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x See Footnote 1 |
||
| 3 |
SEC USE ONLY
|
||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
||
|
NUMBER OF |
5 |
SOLE VOTING POWER
|
|
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
2,446,251 |
|
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
|
|
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
2,446,251 |
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,446,251 |
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
||
| 12 |
TYPE OF REPORTING PERSON*
IN |
||
| CUSIP No. 89532E109 | 13G | Page 9 of 15 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Augustine Lawlor |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x See Footnote 1 |
||
| 3 |
SEC USE ONLY
|
||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
||
|
NUMBER OF |
5 |
SOLE VOTING POWER
|
|
|
SHARES BENEFICIALLY OWNED BY |
6 |
SHARED VOTING POWER
2,446,251 |
|
|
EACH REPORTING PERSON |
7 |
SOLE DISPOSITIVE POWER
|
|
|
WITH
|
8 |
SHARED DISPOSITIVE POWER
2,446,251 |
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,446,251 |
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
||
| 12 |
TYPE OF REPORTING PERSON*
IN |
||
| CUSIP No. 89532E109 | 13G | Page 10 of 15 Pages |
Item 1.
| (a) | Name of Issuer |
Trevena, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
1018 West 8th Avenue, Suite A
King of Prussia, PA 19406
Item 2.
| (a) | Name of Person Filing |
HealthCare Ventures VIII, L.P. (“HCVVIII”)
HealthCare Partners VIII, L.P. (“HCPVIII”)
HealthCare Partners VIII, LLC (“HCP VIII LLC”)
James H. Cavanaugh, Ph.D. (“Cavanaugh”)
Christopher Mirabelli, Ph.D. (“Mirabelli”)
Harold R. Werner (“Werner”)
John W. Littlechild (“Littlechild”)
Augustine Lawlor (“Lawlor”)
See attached Exhibit A, which is a copy of their agreement in writing to file this statement on behalf of each of them. 1
| (b) | Address of Principal Business Office or, if none, Residence |
The business address for HCVVIII, HCPVIII, HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor is 47 Thorndike Street, Suite B1-1, Cambridge, Massachusetts 02141.
| (c) | Citizenship |
HCVVIII and HCPVIII are limited partnerships organized under the laws of the State of Delaware. HCP VIII LLC is a limited liability company organized under the laws of the State of Delaware. Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild, and Lawlor are each United States citizens.
1 Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor are the Managing Directors of HCP VIII LLC. HCP VIII LLC is the General Partner of HCPVIII, which is the General Partner of HCVVIII, the record holder of the securities.
| CUSIP No. 89532E109 | 13G | Page 11 of 15 Pages |
| (d) | Title of Class of Securities |
Common Stock, $0.001 par value per share (the “Common Stock”)
| (e) | CUSIP Number |
89532E109
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: NOT APPLICABLE. |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
As of December 31, 2014: Each of HCVVIII, HCPVIII, and HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor beneficially own 2,446,251 shares of the Issuer’s Common Stock.
| (b) | Percent of class: (based on 39,224,626 shares of the Issuer’s Common Stock issued and outstanding as of December 31, 2014, which includes the (i) 26,376,626 shares of the Issuer’s Common Stock reported to be issued and outstanding as of September 30, 2014 in the Issuer’s prospectus filed under Rule 424(b)(1), filed with the Securities and Exchange Commission on December 5, 2014; and (ii) 12,848,000 shares reported as being sold by the Issuer in the public offering to which such prospectus relates). |
As of December 31, 2014: The 2,446,251 shares of the Issuer’s Common Stock beneficially owned by HCVVIII, HCPVIII, HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor constituted 6.2% of the shares outstanding.
| CUSIP No. 89532E109 | 13G | Page 12 of 15 Pages |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote – Not Applicable. |
| (ii) | Shared power to vote or to direct the vote – |
HCVVIII, HCPVIII, HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor share the power to vote or direct the vote of those shares owned by HCVVIII.
| (iii) | Sole power to dispose or to direct the disposition of – Not Applicable. |
| (iv) | Shared power to dispose or to direct the disposition of – |
HCVVIII, HCPVIII, HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor share the power to dispose of or direct the disposition of those shares owned by HCVVIII.
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
| CUSIP No. 89532E109 | 13G | Page 13 of 15 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
| Item 10. | Certification |
Not Applicable.
| CUSIP No. 89532E109 | 13G | Page 14 of 15 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| January 28, 2015 | HealthCare Ventures VIII, L.P. | |
| By: | its General Partner, HealthCare Partners VIII, L.P. | |
| By: | its General Partner, HealthCare Partners VIII, LLC | |
| By: | /s/ Jeffrey Steinberg | |
| Jeffrey Steinberg, Administrative Officer | ||
| January 28, 2015 | HealthCare Partners VIII, L.P. | |
| By: | its General Partner, HealthCare Partners VIII, LLC | |
| By: | /s/ Jeffrey Steinberg | |
| Jeffrey Steinberg, Administrative Officer | ||
| January 28, 2015 | HealthCare Partners VIII, LLC | |
| By: | /s/Jeffrey Steinberg | |
| Jeffrey Steinberg, Administrative Officer | ||
| January 28, 2015 | ||
| /s/Jeffery Steinberg, Attorney-in-Fact | ||
| James H. Cavanaugh, Ph.D. | ||
| January 28, 2015 | ||
| /s/Jeffrey Steinberg, Attorney-in-Fact | ||
| Christopher Mirabelli, Ph.D. | ||
| January 28, 2015 | ||
| /s/Jeffrey Steinberg, Attorney-in-Fact | ||
| Harold R. Werner | ||
| January 28, 2015 | ||
| /s/Jeffrey Steinberg, Attorney-in-Fact | ||
| John W. Littlechild | ||
| January 28, 2015 | ||
| /s/Jeffrey Steinberg, Attorney-in-Fact | ||
| Augustine Lawlor | ||
| CUSIP No. 89532E109 | 13G | Page 15 of 15 Pages |
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of Trevena, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.
| January 28, 2015 | HealthCare Ventures VIII, L.P. | |
| By: | its General Partner, HealthCare Partners VIII, L.P. | |
| By: | its General Partner, HealthCare Partners VIII, LLC | |
| By: | /s/ Jeffrey Steinberg | |
| Jeffrey Steinberg, Administrative Officer | ||
| January 28, 2015 | HealthCare Partners VIII, L.P. | |
| By: | its General Partner, HealthCare Partners VIII, LLC | |
| By: | /s/ Jeffrey Steinberg | |
| Jeffrey Steinberg, Administrative Officer | ||
| January 28, 2015 | HealthCare Partners VIII, LLC | |
| By: | /s/Jeffrey Steinberg | |
| Jeffrey Steinberg, Administrative Officer | ||
| January 28, 2015 | ||
| /s/Jeffery Steinberg, Attorney-in-Fact | ||
| James H. Cavanaugh, Ph.D. | ||
| January 28, 2015 | ||
| /s/Jeffrey Steinberg, Attorney-in-Fact | ||
| Christopher Mirabelli, Ph.D. | ||
| January 28, 2015 | ||
| /s/Jeffrey Steinberg, Attorney-in-Fact | ||
| Harold R. Werner | ||
| January 28, 2015 | ||
| /s/Jeffrey Steinberg, Attorney-in-Fact | ||
| John W. Littlechild | ||
| January 28, 2015 | ||
| /s/Jeffrey Steinberg, Attorney-in-Fact | ||
| Augustine Lawlor | ||