SEC Form 4 · accession 0001104659-16-157085
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 2019F1,F8 | — | Nov 14, 2016 | J | — | D | — | — | See Footnote | — | 0 | I |
| Preferred StockF2,F8,F3,F6 | — | Nov 14, 2016 | J | 1,257,144 | A | — | — | Common Stock | 1,257,144 | 1,257,144 | I |
| 8% Senior Convertible Notes due 2024F4,F8,F5,F7 | — | Nov 14, 2016 | J | — | A | — | Jun 15, 2024 | Common Stock | 633,799 | — | I |
Explanation of responses
- F1On November 14, 2016, pursuant to the Exchange Agreement, the Reporting Person agreed (i) to exchange $226,286 in aggregate principal amount of the Senior Notes for 1,257,144 shares of Preferred Stock and (ii) to extend the maturity date and modify the conversion terms of the Reporting Persons' remaining $4,273,714 in aggregate principal amount Senior Notes (the "Remaining Senior 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 or 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. The Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock underlying the Preferred Stock.
- F4The conversion rate for the Senior Notes is equal 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. The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock underlying the Remaining Senior Notes.
- F6The Preferred Stock is not currently convertible and it is not contemplated that it may be converted within sixty (60) days of this filing. Accordingly, the Reporting Person has no beneficial ownership in the Common Stock underlying the Preferred Stock.
- F7The Remaining Senior Notes are not currently convertible and it is not contemplated that they may be converted within sixty (60) days of this filing. Accordingly, the Reporting Person has no beneficial ownership in the Common Stock underlying the Remaining Senior Notes.
- F8The securities to which this filing relates are held directly by Geode Diversified Fund, for which the Reporting Person serves as the investment manager. The Reporting Person has investment discretion over such securities. The Reporting Person disclaims beneficial ownership of the securities reported herin, execpt to the extent of Geode Diversified Fund's pecuniary interest therein.
Remarks
On November 2, 2016, the Issuer entered into a binding letter agreement (the "Debt Exchange Term Sheet") with the Reporting Person 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 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, the Reporting Person 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 the Reporting Person, the "Other Parties") for purposes of Section 13(d) of the Exchange Act and Rule 13d thereunder. The Reporting Person expressly disclaim beneficial ownership of the shares of the Issuer's securities owned by the Other Parties. As a result of the Exchange Agreement, and as the Reporting Person no longer has any beneficial ownership of the Issuer's Common Stock, any "group" that may have been formed between the Reporting Person and the Other Parties has ceased to exist.