0001104659-16-157085.txt : 20161114 0001104659-16-157085.hdr.sgml : 20161111 20161114214228 ACCESSION NUMBER: 0001104659-16-157085 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: GEODE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001308055 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997647 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 4 1 a4.xml 4 X0306 4 2016-11-14 1 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 2016-11-14 4 J 0 4500000 D See Footnote 0 I See Footnote Preferred Stock 2016-11-14 4 J 0 1257144 A Common Stock 1257144 1257144 I See Footnote 8% Senior Convertible Notes due 2024 2016-11-14 4 J 0 4273714 A 2024-06-15 Common Stock 633799 4273714 I See Footnote On November 14, 2016, pursuant to the Exchange Agreement, the Reporting Person agreed (i) to exchange $226,286 in aggregate principal amount of the Senior Notes for 1,257,144 shares of Preferred Stock and (ii) to extend the maturity date and modify the conversion terms of the Reporting Persons' remaining $4,273,714 in aggregate principal amount Senior Notes (the "Remaining Senior 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 or the deregistration of the Issuer's 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 conversion rate for the Senior Notes is equal 148.3019 shares of the Issuer's 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 Remaining Senior Notes are contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestones payments. The Remaining Senior Notes are not currently convertible. The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock underlying the Remaining Senior Notes. The Preferred Stock is not currently convertible and it is not contemplated that it may be converted within sixty (60) days of this filing. Accordingly, the Reporting Person has no beneficial ownership in the Common Stock underlying the Preferred Stock. The Remaining Senior Notes are not currently convertible and it is not contemplated that they may be converted within sixty (60) days of this filing. Accordingly, the Reporting Person has no beneficial ownership in the Common Stock underlying the Remaining Senior Notes. 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 herin, execpt 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 (the "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 disclaim beneficial ownership of the shares of the Issuer's securities owned by the Other Parties. As a result of the Exchange Agreement, and as the Reporting Person no longer has any beneficial ownership of the Issuer's Common Stock, any "group" that may have been formed between the Reporting Person and the Other Parties has ceased to exist. Geode Capital Management LP By: Name: Jeffrey S. Miller Title: Chief Operating Officer 2016-11-14