SEC Form 4 · accession 0000902664-16-008825
TETRALOGIC PHARMACEUTICALS Corp · TLOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8% Senior Convertible Notes due 2019F3,F6,F1,F2 | — | Nov 14, 2016 | J | — | D | — | — | Common Stock, $0.0001 par value ("Common Stock") | 776,953 | 0 | I |
| Preferred StockF3,F6,F4,F5 | — | Nov 14, 2016 | J | 1,463,594 | A | — | — | Common Stock | 1,463,594 | 1,463,594 | I |
| 8% Senior Convertible Notes due 2024F3,F6,F1,F2 | — | Nov 14, 2016 | J | — | A | — | Jun 15, 2024 | Common Stock | 737,883 | — | I |
Explanation of responses
- F1The conversion rate is equal to 148.3019 shares of Common Stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $6.74 per share of Common Stock), subject to adjustment upon the occurrence of certain specified events.
- F2On November 14, 2016, pursuant to the Exchange Agreement (as defined in the Schedule 13D filed by the Reporting Person on the date hereof), the notes are contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestone or earn-out payments. The notes are not currently convertible. The Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock underlying the notes.
- F3On November 14, 2016, pursuant to the Exchange Agreement, the Reporting Person agreed (i) to exchange $263,447 in aggregate principal amount of notes for 1,463,594 shares of Preferred Stock and (ii) to extend the maturity date to June 15, 2024 and modify the conversion terms of the Reporting Person's remaining $4,975,553 in aggregate principal amount of notes.
- F4Each share of Preferred Stock is initially convertible into one share of Common Stock, subject to adjustment as described in the Certificate of Designations for the Preferred Stock.
- F5The Preferred Stock is contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestones payments and the deregistration of the Common Stock, as further described in the Certificate of Designations for the Preferred Stock. The Preferred Stock is not currently convertible. The Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock underlying the Preferred Stock.
- F6The securities to which this filing relates are held directly by certain institutional and other client accounts for which the Reporting Person serves as the investment manager (the "Accounts"). The Reporting Person is the investment manager of the Accounts, and has been granted investment discretion over portfolio investments. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein.
Remarks
The Reporting Person expressly disclaims having been a member in a "group", within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, with the other holders of the 8% Senior Convertible Notes due 2019 (the "Other Noteholders") or any other person. In addition, the Reporting Person disclaims beneficial ownership of any shares of Common Stock beneficially owned by the Other Noteholders. However, if the Reporting Person was found to have been a member of a group with the Other Noteholders by virtue of the events described in the Schedule 13D filed by the Reporting Person on the date hereof, then, based on information and belief, such group would have beneficially owned in excess of 10% of the Issuer's Common Stock prior to the consummation of the transactions reported herein.