February 7, 2014 - 4: Statement of changes in beneficial ownership of securities

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Alta Partners VIII, L.P.

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O ALTA PARTNERS,, ONE EMBARCADERO CENTER, 37TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2014

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/05/2014		C⁽¹⁾		967,741	A	$ 0	967,741	I	Direct and Indirect - See Footnote ⁽²⁾
Common Stock	02/05/2014		C⁽¹⁾		1,354,838	A	$ 0	2,322,579	I	Direct and Indirect - See Footnote ⁽²⁾
Common Stock	02/05/2014		C⁽¹⁾		314,516	A	$ 0	2,637,095	I	Direct and Indirect - See Footnote ⁽²⁾
Common Stock	02/05/2014		C⁽¹⁾		780,757 ⁽³⁾	A	$ 0	3,417,852	I	Direct and Indirect - See Footnote ⁽²⁾
Common Stock	02/05/2014		P⁽⁴⁾		472,410	A	$ 7	3,890,262	I	Direct and Indirect - See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

02/05/2014

6,000,000

⁽¹⁾

Common Stock

967,741

$ 0

Direct and Indirect -See footnotes ⁽²⁾

Series B Preferred Stock

⁽¹⁾

02/05/2014

8,400,000

⁽¹⁾

Common Stock

1,354,838

$ 0

Direct and Indirect - See footnotes ⁽²⁾

Series B-1 Preferred Stock

⁽¹⁾

02/05/2014

1,950,000

⁽¹⁾

Common Stock

314,516

$ 0

Direct and Indirect - See footnotes ⁽²⁾

Series C Preferred Stock

⁽¹⁾

02/05/2014

4,840,686

⁽¹⁾

Common Stock

780,757 ⁽³⁾

$ 0

Direct and Indirect - See footnotes ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Alta Partners VIII, L.P. C/O ALTA PARTNERS, ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO, CA 94111		X
Alta Partners Management VIII, LLC C/O ALTA PARTNERS, ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO, CA 94111		X
CHAMPSI FARAH C/O ALTA PARTNERS, ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO, CA 94111	X	X
JANNEY DANIEL C/O ALTA PARTNERS, ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO, CA 94111		X
NOHRA GUY P C/O ALTA PARTNERS, ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO, CA 94111		X

Signatures

/s/Derek Colla, Attorney-in-Fact		02/07/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		02/07/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		02/07/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		02/07/2014
^**Signature of Reporting Person		Date
Derek Colla, Attorney-in-Fact		02/07/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of convertible preferred stock was convertible at any time, at the holder's election, into the issuer's common stock on a 6.2 to 1 basis. Effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted on a 6.2 to 1 basis into shares of common stock of the issuer. The convertible preferred stock had no expiration date.
(2)	The securities are held of record by Alta Partners VIII, L.P. ("APVIII"). Alta Partners Management VIII, LLC ("APMVIII") is the general partner of APVIII. Guy Nohra, Daniel Janney and Farah Champsi are managing directors of APMVIII and exercise shared voting and investment power with respect to the shares onwed by APVIII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein. Ms. Champsi is also a director of the issuer.
(3)	Includes two shares of common stock issued to the reporting persons in connection with the aggregation of fractional shares.
(4)	These shares were purchased by APVIII.

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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