0000902664-16-008825.txt : 20161114
0000902664-16-008825.hdr.sgml : 20161111
20161114183106
ACCESSION NUMBER: 0000902664-16-008825
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161114
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36208
FILM NUMBER: 161997158
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
4
1
p16-2174form4.xml
OWNERSHIP DOCUMENT
X0306
4
2016-11-14
1
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
2016-11-14
4
J
0
5239000
D
Common Stock, $0.0001 par value ("Common Stock")
776953
0
I
See footnote
Preferred Stock
2016-11-14
4
J
0
1463594
A
Common Stock
1463594
1463594
I
See footnote
8% Senior Convertible Notes due 2024
2016-11-14
4
J
0
4975553
A
2024-06-15
Common Stock
737883
4975553
I
See footnote
The conversion rate is equal to 148.3019 shares of Common Stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $6.74 per share of Common Stock), subject to adjustment upon the occurrence of certain specified events.
On November 14, 2016, pursuant to the Exchange Agreement (as defined in the Schedule 13D filed by the Reporting Person on the date hereof), the notes are contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestone or earn-out payments. The notes are not currently convertible. The Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock underlying the notes.
On November 14, 2016, pursuant to the Exchange Agreement, the Reporting Person agreed (i) to exchange $263,447 in aggregate principal amount of notes for 1,463,594 shares of Preferred Stock and (ii) to extend the maturity date to June 15, 2024 and modify the conversion terms of the Reporting Person's remaining $4,975,553 in aggregate principal amount of notes.
Each share of Preferred Stock is initially convertible into one share of Common Stock, subject to adjustment as described in the Certificate of Designations for the Preferred Stock.
The Preferred Stock is contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestones payments and the deregistration of the Common Stock, as further described in the Certificate of Designations for the Preferred Stock. The Preferred Stock is not currently convertible. The Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock underlying the Preferred Stock.
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. 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 having been a member 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 8% Senior Convertible Notes due 2019 (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 have been 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 have beneficially owned in excess of 10% of the Issuer's Common Stock prior to the consummation of the transactions reported herein.
/s/ Lazard Asset Management LLC; By: Mark Anderson, its Chief Compliance Officer
2016-11-14