SEC Form 4 · accession 0001104659-16-157088
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,F6,F7 | — | Nov 14, 2016 | J | — | D | — | — | See Footnote | — | 0 | I |
| Preferred StockF2,F6,F7,F3 | — | Nov 14, 2016 | J | 3,018,260 | A | — | — | Common Stock | 3,018,260 | 3,018,260 | I |
| 8% Senior Convertible Notes due 2024F4,F6,F7,F5 | — | Nov 14, 2016 | J | — | A | — | Jun 15, 2024 | Common Stock | 1,521,683 | — | I |
Explanation of responses
- F1On November 14, 2016, pursuant to the Exchange Agreement, the Reporting Persons agreed (i) to exchange $543,287 in aggregate principal amount of the Senior Notes for 3,018,260 shares of Preferred Stock and (ii) to extend the maturity date and modify the conversion terms of the Reporting Persons' remaining $10,260,713 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 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. The Reporting Persons expressly disclaim 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 Company'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.
- F6These securities are directly beneficially owned by certain private investment funds, including Whitebox Relative Value Partners, LP ("WRP") Whitebox Multi-Strategy Partners, LP ("WMP"), Pandora Select Partners, LP ("PSP"), and Whitebox GT Fund, LP ("WGT" and collectively with, WRP, WMP and PSP, the "Private Funds") and may be deemed to be beneficially owned by (a) Whitebox Advisors LLC by virtue of its role as the investment manager of the Private Funds, and (b) Whitebox General Partner LLC by virtue of its role as the general partner of the Private Funds. Immediately prior to the transactions reported herein, WRP directly beneficially owned $3,528,000 of Senior Notes, WMP directly beneficially owned $6,076,000 of Senior Notes, PSP directly beneficially owned $800,000 of Senior Notes and WGT directly beneficially owned $400,000 of Senior Notes.
- F7Following the transactions reported herein, WRP directly beneficially owns 985,600 shares of Preferred Stock and $3,350,592 in aggregate principal amount of Remaining Senior Notes, WMP directly beneficially owns 1,697,422 shares of Preferred Stock and $5,770,464 in aggregate principal amount of Remaining Senior Notes, PSP directly beneficially owns 223,494 shares of Preferred Stock and $759,771 in aggregate principal amount of Remaining Senior Notes, and WGT directly beneficially owns 111,744 shares of Preferred Stock and $379,886 in aggregate principal amount of Remaining Senior Notes.
Remarks
On November 2, 2016, the Issuer entered into a binding letter agreement (the "Debt Exchange Term Sheet") with the Reporting Persons 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 Persons 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 Persons expressly disclaim beneficial ownership of the shares of the Issuer's securities owned by the Other Parties.