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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HealthCare Ventures 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 HEALTHCARE VENTURES LLC,, 47 THORNDIKE STREET, SUITE B1-1

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

(Street)

CAMBRIDGE, MA 02141

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	By Partnership ⁽²⁾
Common Stock	02/05/2014		C⁽¹⁾		677,419	A	$ 0	1,645,160	I	By Partnership ⁽²⁾
Common Stock	02/05/2014		C⁽¹⁾		504,033 ⁽³⁾	A	$ 0	2,149,193	I	By Partnership ⁽²⁾
Common Stock	02/05/2014		P⁽⁴⁾		297,058	A	$ 7	2,446,251	I	By Partnership ⁽²⁾ ⁽⁵⁾

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

By Partnership ⁽²⁾

Series B Preferred Stock

⁽¹⁾

02/05/2014

4,200,000

⁽¹⁾

Common Stock

677,419

$ 0

By Partnership ⁽²⁾

Series C Preferred Stock

⁽¹⁾

02/05/2014

3,125,000

⁽¹⁾

Common Stock

504,033 ⁽³⁾

$ 0

By Partnership ⁽²⁾

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
CAVANAUGH JAMES H 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
HealthCare Partners VIII, L.P. C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141		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
Mirabelli Christopher C/O HEALTHCARE VENTURES LLC 47 THORNDIKE STREET, SUITE B1-1 CAMBRIDGE, MA 02141	X	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.		02/07/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Attorney-in-Fact for James H. Cavanaugh		02/07/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Administrative Officer of HealthCare Partners VIII LLC		02/07/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VIII, LP		02/07/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor		02/07/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild		02/07/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli		02/07/2014
^**Signature of Reporting Person		Date
Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner		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 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 his, her or its proportionate pecuniary interest therein. Dr. Mirabelli is also a director of the issuer.
(3)	Includes one share of common stock issued to the reporting persons in connection with the aggregation of fractional shares.
(4)	These shares were purchased by HCVVIII.
(5)	Please note that each of the reporting persons are no longer subject to Section 16 reporting requirements with the exception of Christopher Mirabelli, who will have an ongoing reporting obligation as a director of the issuer.

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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