Sec Form 3 Filing - Meeker David P @ Trevi Therapeutics, Inc. - 2019-05-07

FORM 3 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 Meeker David P 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 X __ 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 (MM/DD/YY) 05/07/2019 (Street) NEW HAVEN, CT06510 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 128,211 D Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 27,426 I By Trevi 2014 Irrevocable Trust Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 13,268 I By Spinnaker Trust as Trustee for Trevi 2014 Irrevocable Trust Series B Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 116,345 D Series C Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 55,902 D Stock Option (right to buy) $ 3.14 ( 4 ) 03/10/2023 Common Stock 4,211 D Stock Option (right to buy) $ 3.23 ( 5 ) 01/22/2024 Common Stock 3,878 D Stock Option (right to buy) $ 2.19 ( 6 ) 07/01/2024 Common Stock 5,925 D Stock Option (right to buy) $ 1.43 ( 7 ) 11/24/2024 Common Stock 4,555 D Stock Option (right to buy) $ 3.33 ( 8 ) 12/19/2027 Common Stock 26,316 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Meeker David P C/O TREVI THERAPEUTICS, INC. 195 CHURCH STREET, 14TH FLOOR NEW HAVEN, CT06510 X X Signatures /s/ David P. Meeker 05/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Stock and the dividends that have accrued thereon to date are convertible on a 9.5-for-one basis into the number of shares of Common Stock shown in Column 3 without payment of further consideration at the holder's election or automatically upon the closing of the Issuer's initial public offering. The number of shares of Common Stock into which the Series A Preferred Stock and accrued dividends thereon are convertible will increase on a daily basis without payment of further consideration as additional dividends accrue. The shares have no expiration date. ( 2 )The Series B Preferred Stock and the dividends that have accrued thereon to date are convertible on a 9.5-for-one basis into the number of shares of Common Stock shown in Column 3 without payment of further consideration at the holder's election or automatically upon the closing of the Issuer's initial public offering. The number of shares of Common Stock into which the Series B Preferred Stock and accrued dividends thereon are convertible will increase on a daily basis without payment of further consideration as additional dividends accrue. The shares have no expiration date. ( 3 )The Series C Preferred Stock and the dividends that have accrued thereon to date are convertible on a 9.5-for-one basis into the number of shares of Common Stock shown in Column 3 without payment of further consideration at the holder's election or automatically upon the closing of the Issuer's initial public offering. The number of shares of Common Stock into which the Series C Preferred Stock and accrued dividends thereon are convertible will increase on a daily basis without payment of further consideration as additional dividends accrue. The shares have no expiration date. ( 4 )This option was granted on March 11, 2013. The 4,211 shares of common stock underlying the option vested over four years from the date of grant in equal monthly installments. ( 5 )This option was granted on January 23, 2014. The 3,878 shares of common stock underlying the option vested over four years from the date of grant in equal monthly installments. ( 6 )This option was granted on July 2, 2014. The 5,925 shares of common stock underlying the option vested over four years from June 11, 2014 in equal monthly installments. ( 7 )This option was granted on November 25, 2014. The 4,555 shares of common stock underlying the option vested as to 25% of the shares on November 25, 2015 and as to the remaining 75% of the shares in equal quarterly installments thereafter through November 25, 2018. ( 8 )This option was granted on December 20, 2017. The 26,3 16 shares of common stock underlying the option are scheduled to vest over four years from the date of grant in equal quarterly installments.

Remarks: Exhibit Index: 24.1 Power of Attorney

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