TetraLogic Pharmaceuticals Corporation |
(Name of Issuer) |
Common Stock |
(Title of Class of Securities) |
88165U109 |
(CUSIP Number) |
December 17, 2013 |
(Date of Event Which Requires Filing of This Statement) |
o
|
Rule 13d-1(b) |
x | Rule 13d-1(c) |
o
|
Rule 13d-1(d) |
CUSIP NO. 88165U109
|
13 G
|
Page 2 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
Nextech III Oncology, LPCI
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
|||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
1,133,919
shares
|
||
6
|
SHARED VOTING POWER
0 shares
|
|||
7
|
SOLE DISPOSITIVE POWER
1,133,919 shares
|
|||
8
|
SHARED DISPOSITIVE POWER
0 shares
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,133,919 shares of Common Stock
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.09%(2)
|
|||
12
|
TYPE OF REPORTING PERSON*
PN
|
(1)
|
This Schedule 13G is filed by Nextech III Oncology, LPCI (“Nextech III LP”), Nextech III GP Ltd. (“Nextech III GP”), Alfred Scheidegger (“Scheidegger”), Rudolf Gygax (“Gygax”) and Roland Ruckstuhl (“Ruckstuhl” together with Nextech III LP, Nextech III GP, Scheidegger and Gygax, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
(2)
|
The
1,133,919 shares of Common Stock held by the Reporting Person represent 6.09% of the Issuer’s outstanding Common Stock as
of December 17, 2013, based on a total of 18,612,256 shares of Common Stock outstanding as of December 17, 2013, as reported by the Issuer
to the Reporting Person.
|
CUSIP NO. 88165U109
|
13 G
|
Page 3 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
Nextech III GP Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x (1)
|
|||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
|||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
1,133,919 shares
|
||
6
|
SHARED VOTING POWER
0 shares
|
|||
7
|
SOLE DISPOSITIVE POWER
1,133,919 shares
|
|||
8
|
SHARED DISPOSITIVE POWER
0 shares
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,133,919 shares
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.09%(2)
|
|||
12
|
TYPE OF REPORTING PERSON*
OO
|
|
(1)
|
This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
(2)
|
The
1,133,919 shares of Common Stock held by the Reporting Person represent 6.09% of the Issuer’s outstanding Common Stock as
of December 17, 2013, based on a total of 18,612,256 shares of Common Stock outstanding as of December 17, 2013, as reported by the Issuer
to the Reporting Person.
|
CUSIP NO. 88165U109
|
13 G
|
Page 4 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
Alfred Scheidegger
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x (1)
|
|||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
|||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
||
6
|
SHARED VOTING POWER
1,133,919 shares
|
|||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
8
|
SHARED DISPOSITIVE POWER
1,133,919 shares
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,133,919 shares
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.09%(2)
|
|||
12
|
TYPE OF REPORTING PERSON*
IN
|
|
(1)
|
This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
(2)
|
The
1,133,919 shares of Common Stock held by the Reporting Person represent 6.09% of the Issuer’s outstanding Common Stock as
of December 17, 2013, based on a total of 18,612,256 shares of Common Stock outstanding as of December 17, 2013, as reported by the Issuer
to the Reporting Person.
|
CUSIP NO. 88165U109
|
13 G
|
Page 5 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
Rudolf Gygax
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x (1)
|
|||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
|||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
||
6
|
SHARED VOTING POWER
1,133,919 shares
|
|||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
8
|
SHARED DISPOSITIVE POWER
1,133,919 shares
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,133,919 shares
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.09%(2)
|
|||
12
|
TYPE OF REPORTING PERSON*
IN
|
|
(1)
|
This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
(2)
|
The
1,133,919 shares of Common Stock held by the Reporting Person represent 6.09% of the Issuer’s outstanding Common Stock as
of December 17, 2013, based on a total of 18,612,256 shares of Common Stock outstanding as of December 17, 2013, as reported by the Issuer
to the Reporting Person.
|
CUSIP NO. 88165U109
|
13 G
|
Page 6 of 10 Pages
|
1
|
NAMES OF REPORTING PERSONS
Roland Ruckstuhl
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x (1)
|
|||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
|||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
||
6
|
SHARED VOTING POWER
1,133,919 shares
|
|||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
8
|
SHARED DISPOSITIVE POWER
1,133,919 shares
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,133,919 shares
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
|
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.09%(2)
|
|||
12
|
TYPE OF REPORTING PERSON*
IN
|
|
(1)
|
This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
(2)
|
The
1,133,919 shares of Common Stock held by the Reporting Person represent 6.09% of the Issuer’s outstanding Common Stock as
of December 17, 2013, based on a total of 18,612,256 shares of Common Stock outstanding as of December 17, 2013, as reported by the Issuer
to the Reporting Person.
|
Item 1
|
(a)
|
Name of Issuer:
|
TetraLogic Pharmaceuticals Corporation
|
(b)
|
Address of Issuer’s
Principal Executive Offices:
|
343 Phoenixville Pike
Malvern, PA 19355
|
Item 2
|
(a)
|
Name of Reporting Persons Filing:
|
1.
|
Nextech III Oncology, LPCI (“Nextech III LP”)
|
2.
|
Nextech III GP Ltd. (“Nextech III GP”)
|
3.
|
Alfred Scheidegger (“Scheidegger”)
|
4.
|
Rudolf Gygax (“Gygax”)
|
5.
|
Roland Ruckstuhl (“Ruckstuhl”)
|
(b)
|
Address of Principal Business Office:
|
c/o Nextech Invest Ltd.
Scheuchzerstrasse 35 8006 Zurich Switzerland |
(c)
|
Citizenship:
|
Nextech III LP
|
Switzerland
|
Nextech III GP
|
Switzerland
|
Scheidegger
|
Switzerland
|
Gygax
|
Switzerland
|
Ruckstuhl
|
Switzerland
|
(d)
|
Title of Class of Securities:
|
Common Stock
|
(e)
|
CUSIP Number:
|
88165U109
|
Item 3
|
Not applicable.
|
Item 4
|
Ownership.
|
Reporting Persons
|
Shares Held Directly (1)
|
Sole Voting Power
|
Shared
Voting Power (1) |
Sole
Dispositive Power |
Shared Dispositive
Power (1) |
Beneficial Ownership
(1) |
Percentage of
Class (1, 3) |
|||||||
Nextech III LP
|
1,133,919
|
1,133,919
|
0
|
1,133,919
|
0
|
1,133,919
|
6.09%
|
|||||||
Nextech III GP (2)
|
0
|
1,133,919
|
0
|
1,133,919
|
0
|
1,133,919
|
6.09%
|
|||||||
Scheidegger (2)
|
0
|
0
|
1,133,919
|
0
|
1,133,919
|
1,133,919
|
6.09%
|
|||||||
Gygax (2)
|
0
|
0
|
1,133,919
|
0
|
1,133,919
|
1,133,919
|
6.09%
|
|||||||
Ruckstuhl (2)
|
0
|
0
|
1,133,919
|
0
|
1,133,919
|
1,133,919
|
6.09%
|
(1)
|
Consists of 1,133,919 shares of Common Stock of the Issuer.
|
(2)
|
The
shares are held by Nextech III LP. Nextech III GP serves as the sole general partner of Nextech III LP and has sole
voting and investment control over the shares owned by Nextech III LP and may be deemed to own beneficially the shares held by
Nextech III LP. Nextech III GP owns no securities of the Issuer directly. Scheidegger, Gygax and Ruckstuhl
are managing members of Nextech III GP and share voting and dispositive power over the shares held by Nextech III LP, and may
be deemed to own beneficially the shares held by Nextech III LP. The managing members own no securities of the Issuer
directly.
|
(3)
|
The 1,133,919 shares of Common Stock held by the Reporting Person represent 6.09% of the Issuer’s outstanding Common Stock as of December 17, 2013, based on a total of 18,612,256 shares of Common Stock outstanding as of December 17, 2013, as reported by the Issuer to the Reporting Person.
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.
|
|
Not applicable.
|
Item 8
|
Identification and Classification of Members of the Group.
|
|
Not applicable.
|
Item 9
|
Notice of Dissolution of Group.
|
|
Not applicable.
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
|
By: | /s/ Alfred Scheidegger | |
Alfred Scheidegger, Managing Member | ||
By: | /s/ Rudolf Gygax | |
Rudolf Gygax, Managing Member |
By: | /s/ Alfred Scheidegger | |
Alfred Scheidegger, Managing Member | ||
/s/ Alfred Scheidegger | ||
Alfred Scheidegger | ||
/s/ Rudolf Gygax | ||
Rudolf Gygax | ||
/s/ Roland Ruckstuhl | ||
Roland Ruckstuhl |
CUSIP No. 88165U109
|
13G
|
Exhibit A
|
By: | /s/ Alfred Scheidegger | |
Alfred Scheidegger, Managing Member | ||
By: | /s/ Rudolf Gygax | |
Rudolf Gygax, Managing Member |
By: | /s/ Alfred Scheidegger | |
Alfred Scheidegger, Managing Member | ||
/s/ Alfred Scheidegger | ||
Alfred Scheidegger | ||
/s/ Rudolf Gygax | ||
Rudolf Gygax | ||
/s/ Roland Ruckstuhl | ||
Roland Ruckstuhl |