SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HEALTHCARE VENTURES VII LP

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TETRALOGIC PHARMACEUTICALS CORP [ TLOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/17/2013		C⁽¹⁾		653,594	A	$0.00	653,594	I	See Footnote⁽²⁾
Common Stock	12/17/2013		C⁽¹⁾		438,453	A	$0.00	1,092,047	I	See Footnote⁽²⁾
Common Stock	12/17/2013		C⁽¹⁾		506,086	A	$0.00	1,598,133	I	See Footnote⁽²⁾
Common Stock	12/17/2013		C⁽¹⁾		7,335	A	$6.4022⁽³⁾	1,605,468	I	See Footnote⁽²⁾
Common Stock	12/17/2013		C⁽¹⁾		267,535	A	$7⁽⁴⁾	1,873,003	I	See Footnote⁽²⁾
Common Stock	12/17/2013		P		713,463	A	$7	2,586,466	I	See Footnote⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	$0.00⁽¹⁾	12/17/2013		C			5,000,000	⁽¹⁾	⁽¹⁾	Common Stock	653,594	$0.00	0	I	See Footnote⁽²⁾
Series B Preferred Stock	$0.00⁽¹⁾	12/17/2013		C			7,453,704	⁽¹⁾	⁽¹⁾	Common Stock	438,453	$0.00	0	I	See Footnote⁽²⁾
Series C Preferred Stock	$0.00⁽¹⁾	12/17/2013		C			8,603,477	⁽¹⁾	⁽¹⁾	Common Stock	506,086	$0.00	0	I	See Footnote⁽²⁾
Preferred Stock Warrant	$6.4022⁽³⁾	12/17/2013		C			$549,890.41⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	7,335⁽³⁾	$0.00	0	I	See Footnote⁽²⁾
Notes	$7⁽⁴⁾	12/17/2013		C			$1,807,472.64⁽⁴⁾	⁽¹⁾	⁽¹⁾	Common Stock	267,535⁽⁴⁾	$0.00	0	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

HEALTHCARE VENTURES VII LP

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HealthCare Partners VII, L.P.

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LAWLOR AUGUSTINE

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LITTLECHILD JOHN W

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mirabelli Christopher

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ONSI DOUGLAS E

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

WERNER HAROLD R

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CAVANAUGH JAMES H

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities automatically converted into shares of the issuer's common stock immediately prior to the closing of the issuer's initial public offering.

2. The securities are held of record by HealthCare Ventures VII, L.P. ("HCVVII"). HealthCare Partners VII, L.P. ("HCPVII") is the General Partner of HCVVII. Each of James Cavanaugh, Christopher Mirabelli, Harold Werner, John Littlechild and Augustine Lawlor are general partners of HCPVII and exercise shared voting and investment power with respect to the shares owned by HCVVII. Douglas E. Onsi, a member of the Board of Directors of the issuer, is a limited partner of HCPVII. Mr. Onsi advises HCVVII with respect to voting and investment decisions relating to the shares of stock owned by HCVVII but does not have voting and investment power over such shares. Each of the reporting persons disclaims beneficial ownershop of such securities, except to the extent of their proportionate pecuniary interest therein.

3. The Warrants held by HCVVII were net exercised for an aggregate of 7,335 shares of common stock of the issuer upon the closing of the issuer's initial public offering.

4. The Notes held by HCVVII in the aggregate principal amount of $1,807,472.64 plus accrued interest through December 17, 2013 (the closing date of the issuer's initial public offering) automatically converted into an aggregate of 267,535 shares of common stock of the issuer (including 963 shares issued in respect of interest for the period from December 1, 2013 through December 17, 2013) upon the closing of the issuer's initial public offering.

Remarks:

	/s/Jeffrey B. Steinberg, Administrative Partner of HealthCare Ventures VII, L.P.	12/17/2013
	Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VII, L.P.	12/17/2013
	Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor	12/17/2013
	Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild	12/17/2013
	Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli	12/17/2013
	Jeffrey B. Steinberg, Attorney-in-Fact for Douglas Onsi	12/17/2013
	Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner	12/17/2013
	Jeffrey B. Steinberg, Attorney-in-Fact for James Cavanaugh	12/17/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.