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
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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*
Clarus Lifesciences II, L.P.

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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)
Code V Amount (A) or (D) Price
Common Stock 12/17/2013 P 1,425,063 A $7 1,425,063 D(4)
Common Stock 12/17/2013 C 2,342,944 A (1) 3,768,007 D(4)
Common Stock 12/17/2013 C 853,416 A $7 4,621,423 D(4)
Common Stock 12/17/2013 X 23,282 A $6.4022 4,644,705 D(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock (1) 12/17/2013 C 2,342,944 (1) (1) Common Stock 2,342,944 (1) 0 D(4)
Convertible Notes $7 12/17/2013 C 853,416 (2) (2) Common Stock 853,416 (2) 0 D(4)
Warrants $6.4022 12/17/2013 X 23,282 (3) (3) Common Stock 23,282 $6.4022 0 D(4)
1. Name and Address of Reporting Person*
Clarus Lifesciences II, L.P.

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
Clarus Ventures II GP, L.P.

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
Clarus Ventures II, LLC

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
GALAKATOS NICHOLAS

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
HENNER DENNIS

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
LIPTAK ROBERT

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
Simon Nicholas

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
STEINMETZ MICHAEL

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WHEELER KURT

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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. 2,342,944 shares of Series C Convertible Preferred Stock converted to 2,342,944 shares of Common Stock at the time of the Company's initial public offering on December 17, 2013.
2. The Convertible Notes and Accrued Interest automatically converted into Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering, an the initial public offering price of $7.00 per share, which occurred on December 17, 2013.
3. The warrants were automatically exercised immediately prior to the closing of the Issuer's initial public offering for a number of shares of common stock equal to the warrant amount divided by $6.4022 and net exercised at the initial public offering price of $7.00 per share.
4. Securities held of record by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of the GPLLC and Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which it or he, as applicable, does not have an actual pecuniary interest.
Remarks:
Robert Liptak, Manager of Clarus Ventures II, LLC, general partner of Clarus Ventures II GP, L.P., general partner of Clarus Lifesciences II, L.P. 12/19/2013
Robert Liptak, Manager of Clarus Ventures II, LLC, general partner of Clarus Ventures II GP, L.P. 12/19/2013
Robert Liptak, Manager of Clarus Ventures II, LLC 12/19/2013
Robert Liptak, Attorney-In-Fact on behalf of Nicholas Galakatos 12/19/2013
Robert Liptak, Attorney-In-Fact on behalf of Dennis Henner 12/19/2013
Robert Liptak, Attorney-In-Fact on behalf of Nicholas Simon 12/19/2013
Robert Liptak 12/19/2013
Robert Liptak, Attorney-In-Fact on behalf of Michael Steinmetz 12/19/2013
Robert Liptak, Attorney-In-Fact on behalf of Kurt Wheeler 12/19/2013
** Signature of Reporting Person Date
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