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

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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1. Name and Address of Reporting Person *
VANLENT ANNE
 2. Issuer Name and Ticker or Trading Symbol
Trevi Therapeutics, Inc. [TRVI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

C/O TREVI THERAPEUTICS, INC., 195 CHURCH STREET, 14TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
05/09/2019
(Street)

NEW HAVEN, CT 06510
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing
(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

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)

Code

V

Amount

(A) or (D)

Price

Common Stock

05/09/2019 C 20,983A (1) (2) 20,983D 

Common Stock

05/09/2019 P 5,000A $1025,983D 


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 Securities Underlying Derivative Security (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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

 (1) 05/09/2019 C  107,977  (1)   (1)

Common Stock

15,401 $ 0 0 D 

Series C Preferred Stock

 (2) 05/09/2019 C  47,807  (2)   (2)

Common Stock

5,582 $ 0 0 D 

Explanation of Responses:
1.

On May 9, 2019, the Series A Preferred Stock, and the dividends that had accrued thereon to date, converted into Common Stock on a 9.5-for-one basis without payment of further consideration automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.

2.

On May 9, 2019, the Series C Preferred Stock, and the dividends that had accrued thereon to date, converted into Common Stock on a 9.5-for-one basis without payment of further consideration automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.



Signatures

/s/ Anne VanLent

05/09/2019
** Signature of Reporting PersonDate
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