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