UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
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) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Preferred Stock | 05/03/2013 | Â (1) | Common Stock | 2,964,895 | $ (1) | D (2) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Forest Laboratories Holdings Ltd C/O FOREST LABORATORIES, INC. 909 THIRD AVENUE NEW YORK, NY 10022 |
 |  X |  |  |
FOREST LABORATORIES INC 909 THIRD AVENUE NEW YORK, NY 10022 |
 |  X |  |  |
FL Holding C.V. BEURSPLEIN 37 3011 AA, ROTTERDAM, NL Â |
 |  X |  |  |
FLI International, LLC C/O FOREST LABORATORIES, INC. 909 THIRD AVENUE NEW YORK, NY 10022 |
 |  X |  |  |
/s/ Frank Perier as Secretary of Forest Laboratories Holdings Limited | 01/30/2014 | |
**Signature of Reporting Person | Date |
* | 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) | The Series C Preferred Stock is convertible at any time, in whole or in part, at the option of the holder into Trevena, Inc. ("Issuer") common stock, and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects the 1-for-6.2 reverse stock split that became effective October 30, 2013 (the "Reverse Stock Split"). Immediately prior to the closing of the Issuer's initial public offering and after giving effect to the Reverse Stock Split, the 18,382,352 shares Series C Preferred Stock directly held by Forest Laboratories Holdings Limited ("FLHL") will automatically convert into 2,964,895 shares of the Issuer's common stock. |
(2) | The Series C Preferred Stock is directly held by FLHL, and indirectly held by Forest Laboratories, Inc. ("Forest"), FL Holding C.V. ("FL Holding"), and FLI International LLC ("FLI International", and together with Forest and FL Holding, the "Indirect Reporting Persons"). FLHL is a wholly-owned subsidiary of FL Holding, a Netherlands partnership. The sole limited partner of FL Holding is Forest and the sole general partner of FL Holding is FLI International. FLI International is a wholly-owned subsidiary of Forest. Each of the Indirect Reporting Persons disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of the Series C Preferred Stock of the Issuer held by FLHL in which such Indirect Reporting Person has no pecuniary interest. |