0000902664-16-008823.txt : 20161114 0000902664-16-008823.hdr.sgml : 20161111 20161114181649 ACCESSION NUMBER: 0000902664-16-008823 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161102 FILED AS OF DATE: 20161114 DATE AS OF CHANGE: 20161114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TETRALOGIC PHARMACEUTICALS CORP CENTRAL INDEX KEY: 0001361248 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 343 PHOENIXVILLE PIKE CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 610-889-9900 MAIL ADDRESS: STREET 1: 343 PHOENIXVILLE PIKE CITY: MALVERN STATE: PA ZIP: 19355 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAZARD ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001207017 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997050 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: 55TH FL. CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126321890 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: 55TH FL. CITY: NEW YORK STATE: NY ZIP: 10112 3 1 p16-2167form3.xml TETRALOGIC PHARMACEUTICALS CORPORATION X0206 3 2016-11-02 0 0001361248 TETRALOGIC PHARMACEUTICALS CORP TLOG 0001207017 LAZARD ASSET MANAGEMENT LLC 30 ROCKEFELLER PLZ 55TH FL. NEW YORK NY 10112 0 0 0 1 See Remarks 8% Senior Convertible Notes due 2019 (the "Senior Notes") Common Stock, $0.0001 par value ("Common Stock") 776953 I See footnote The Senior Notes became currently convertible at the option of the holder into shares of Common Stock following the Issuer's entry into an Asset Purchase Agreement (the "Asset Purchase Agreement"), dated November 2, 2016, among the Issuer, its wholly-owned subsidiary TetraLogic Research and Development Corporation and Medivir AB ("Medivir"), pursuant to which the Issuer agreed to sell all or substantially all of its assets to Medivir (the "Asset Sale"). Under the Indenture, dated as of June 23, 2014, between the Issuer and U.S. Bank National Association, as Trustee (the "Indenture"), as of November 2, 2016, the Senior Notes are convertible into Common Stock at any time from or after the effective date of the Asset Sale or until the 35th Trading Day (as defined in the Indenture) immediately following the effective date of the Asset Sale. The conversion rate for the Senior Notes will initially equal 148.3019 shares of Common Stock per $1,000 principal amount of the Senior Notes (which is equivalent to an initial conversion price of approximately $6.74 per share of Common Stock). The conversion rate will be subject to adjustment upon the occurrence of certain specified events. The securities to which this filing relates are held directly by certain institutional and other client accounts for which the Reporting Person serves as the investment manager (the "Accounts"). The Reporting Person is the investment manager of the Accounts, and has been granted investment discretion over portfolio investments, including the Common Stock held by the Accounts. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. The Reporting Person expressly disclaims membership in a "group", within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, with the other holders of the Senior Notes (the "Other Noteholders") or any other person. In addition, the Reporting Person disclaims beneficial ownership of any shares of Common Stock beneficially owned by the Other Noteholders. However, if the Reporting Person was found to be a member of a group with the Other Noteholders by virtue of the events described in the Schedule 13D filed by the Reporting Person on the date hereof, then, based on information and belief, such group would beneficially own in excess of 10% of the Issuer's Common Stock /s/ Lazard Asset Management LLC; By: Mark Anderson, its Chief Compliance Officer 2016-11-14