SEC Form 4 · accession 0001104659-16-157022
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% Convertible Notes due 2019F1,F6 | — | Nov 14, 2016 | J | — | D | — | — | Common Stock | — | 0 | I |
| Preferred StockF2,F6,F3 | — | Nov 14, 2016 | J | 911,011 | A | — | — | Common Stock | 911,011 | 911,011 | I |
| 8% Convertible Notes due 2024F4,F6,F5 | — | Nov 14, 2016 | J | — | A | — | Jun 22, 2024 | Common Stock | 459,293 | — | I |
Explanation of responses
- F1On November 14, 2016, pursuant to the Exchange Agreement dated thereof, by and among the Issuer and the Noteholders, CPFD agreed (i) to exchange $163,982 in aggregate principal amount of the Senior Notes for 911,011 shares of Preferred Stock and (ii) to extend the maturity date and modify the conversion terms of CPFD's remaining $3,097,018 in aggregate principal amount Senior Notes (the "Remaining Notes").
- F2Each 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.
- F3The Preferred Stock is contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestones, payments and the deregistration of the Issuer's Common Stock, as further described in the Certificate of Designations for the Preferred Stock. The Preferred Stock is not currently convertible. CPFD expressly disclaims beneficial ownership of the shares of Common Stock underlying the Preferred Stock.
- F4The conversion rate for the Senior Notes is equal to 148.3019 shares of the Issuer's 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.
- F5The Remaining Senior Notes are contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestones payments. The Remaining Senior Notes are not currently convertible. CPFD expressly disclaims beneficial ownership of the shares of Common Stock underlying the Remaining Senior Notes.
- F6CPFD is one of several common trust funds established pursuant to New Jersey State law for the purpose of investing the assets of seven State pension funds. CPFD is managed by the Division of Investment, Department of the Treasury, State of New Jersey under the supervision of the State Investment Council ("Council"). Investment authority for CPFD is vested in the Director of the Division of Investment, who is appointed by the State Treasurer of the State of New Jersey from candidates nominated by the Council.
Remarks
On November 2, 2016, the Issuer entered into a binding letter agreement (the "Debt Exchange Term Sheet") with Common Pension Fund D ("CPFD"), a common trust fund, and the other holders (together, the "Noteholders") of 100% of the Issuer's outstanding 8% Convertible Senior Notes due 2019 (the "Senior Notes"), pursuant to which the Noteholders agreed to enter into an Exchange and Consent Agreement (the "Exchange Agreement") to, among other things, exchange $2.2 million in aggregate principal amount of the Senior Notes for 12,222,225 shares of newly issued preferred stock (the "Preferred Stock"). As a result of the transactions contemplated by the Debt Exchange Term Sheet, CPFD may be deemed to have formed a "group" with each of the other Noteholders and/or certain affiliates of each of such parties (such parties together, excluding CPFD, to the extent applicable, the "Other Parties") for purposes of Section 13(d) of the Exchange Act and Rule 13d thereunder. CPFD expressly disclaims beneficial ownership of the shares of the Issuer's securities owned by the Other Parties, and disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.