January 30, 2014 - 3: Initial statement of beneficial ownership of securities

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HealthCare Ventures VIII, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2014

3. Issuer Name and Ticker or Trading Symbol
TREVENA INC [TRVN]

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC,, 47 THORNDIKE STREET, SUITE B1-1

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 Original Filed(Month/Day/Year)

(Street)

CAMBRIDGE, MA 02141

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
Common Stock	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	967,741 ⁽¹⁾	$ ⁽¹⁾	I	See Footnotes ⁽²⁾ ⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	677,419 ⁽¹⁾	$ ⁽¹⁾	I	See Footnotes ⁽²⁾ ⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	504,032 ⁽¹⁾	$ ⁽¹⁾	I	See Footnotes ⁽²⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HealthCare Ventures VIII, L.P. C/O HEALTHCARE VENTURES LLC, 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141		X
HealthCare Partners VIII, L.P. C/O HEALTHCARE VENTURES LLC, 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141		X
HealthCare Partners VIII, LLC C/O HEALTHCARE VENTURES LLC, 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141		X
CAVANAUGH JAMES H C/O HEALTHCARE VENTURES LLC, 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141		X
Mirabelli Christopher C/O HEALTHCARE VENTURES LLC, 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141	X	X
LAWLOR AUGUSTINE C/O HEALTHCARE VENTURES LLC, 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141		X
LITTLECHILD JOHN W C/O HEALTHCARE VENTURES LLC, 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141		X
WERNER HAROLD R C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141		X

Signatures

/s/Jeffrey B. Steinberg, Administrative Partner of HealthCare Ventures VIII, L.P.		01/30/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VIII, L.P.		01/30/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Administrative Officer of HealthCare Partners VIII LLC		01/30/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Attorney-in-Fact for James H. Cavanaugh		01/30/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli		01/30/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor		01/30/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild		01/30/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner		01/30/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Immediately prior to closing of the issuer's initial public offering, the preferred stock held by the reporting persons will automatically convert into common stock on a 6.2 to 1 basis.
(2)	The securities are held of record by HealthCare Ventures VIII, L.P. ("HCVVIII"). HealthCare Partners VIII, L.P. ("HCPVIII") is the General Partner of HCVVIII and HealthCare Partners VIII LLC (the "LLC") is the General Partner of HCPVIII. Each of James Cavanaugh, Harold Werner, John Littlechild, Christopher Mirabelli and Augustine Lawlor are the managing directors of the LLC and exercise shared voting and investment power with respect to the shares owned by HCVVIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of their proportionate pecuniary interest therein. Dr. Mirabelli is also a director of the issuer.
(3)	HCVVIII holds an aggregate of 6,000,000 shares of Series A Preferred Stock which is convertible into 967,740 shares of Common Stock.
(4)	HCVVIII holds an aggregate of 4,200,000 shares of Series B Preferred Stock which is convertible into 677,419 shares of Common Stock.
(5)	HCVVIII holds an aggregate of 3,125,000 shares of Series C Preferred Stock which is convertible into 504,032 shares of Common Stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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Form: 3

Documents

Reporting Owners

Signatures

Explanation of Responses: