0001104659-16-157079.txt : 20161114 0001104659-16-157079.hdr.sgml : 20161111 20161114213643 ACCESSION NUMBER: 0001104659-16-157079 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: GEODE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001308055 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997623 BUSINESS ADDRESS: STREET 1: 1 POST OFFICE SQUARE STREET 2: 20TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-392-8533 MAIL ADDRESS: STREET 1: 1 POST OFFICE SQUARE STREET 2: 20TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 FORMER NAME: FORMER CONFORMED NAME: Geode Capital Management LP DATE OF NAME CHANGE: 20041105 3 1 a3.xml 3 X0206 3 2016-11-02 0 0001361248 TETRALOGIC PHARMACEUTICALS CORP TLOG 0001308055 GEODE CAPITAL MANAGEMENT LP ONE POST OFFICE SQUARE, 20TH FLOOR BOSTON MA 02109 0 0 0 1 See Remarks 8% Senior Convertible Notes due 2019 Common Stock 667358 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 were convertible into Common Stock at any time from or after the effective date of the Asset Sale 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 is equal 148.3019 shares of the 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. The securities to which this filing relates are held directly by Geode Diversified Fund, for which the Reporting Person serves as the investment manager. The Reporting Person has investment discretion over such securities. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of Geode Diversified Fund's pecuniary interest therein. On November 2, 2016, the Issuer entered into a binding letter agreement (the "Debt Exchange Term Sheet") with the Reporting Person and the other holders (together, the "Noteholders") of 100% of the Issuer's outstanding 8% Convertible Senior Notes due 2019 (the "Senior Notes"), pursuant to which the Noteholders agreed to enter into an Exchange and Consent Agreement to, among other things, exchange $2.2 million in aggregate principal amount of the Senior Notes for 12,222,225 shares of newly issued preferred stock. As a result of the transactions contemplated by the Debt Exchange Term Sheet, the Reporting Person may be deemed to have formed a "group" with each of the other Noteholders and/or certain affiliates of each of such parties (such parties together, excluding the Reporting Person, the "Other Parties") for purposes of Section 13(d) of the Exchange Act and Rule 13d thereunder. The Reporting Person expressly disclaims beneficial ownership of the shares of the Issuer's securities owned by the Other Parties. Geode Capital Management LP By: Name: Jeffrey S. Miller Title: Chief Operating Officer 2016-11-14