0001104659-16-157086.txt : 20161114 0001104659-16-157086.hdr.sgml : 20161111 20161114214258 ACCESSION NUMBER: 0001104659-16-157086 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: Gerber Sander CENTRAL INDEX KEY: 0001416593 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997648 MAIL ADDRESS: STREET 1: C/O HUDSON BAY CAPITAL MANAGEMENT, L.P. STREET 2: 777 THIRD AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hudson Bay Capital Management LP CENTRAL INDEX KEY: 0001393825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997649 BUSINESS ADDRESS: STREET 1: 777 THIRD AVE., 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-571-1244 MAIL ADDRESS: STREET 1: 777 THIRD AVE., 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P. DATE OF NAME CHANGE: 20070320 4 1 a4.xml 4 X0306 4 2016-11-14 1 0001361248 TETRALOGIC PHARMACEUTICALS CORP TLOG 0001393825 Hudson Bay Capital Management LP 777 3RD AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001416593 Gerber Sander 777 3RD AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 8% Senior Convertible Notes due 2019 2016-11-14 4 J 0 1000000 D See footnote 0 I See Footnote Preferred Stock 2016-11-14 4 J 0 279367 A Common Stock 279367 279367 I See Footnote 8% Senior Convertible Notes due 2024 2016-11-14 4 J 0 949714 A 2024-06-15 Common Stock 140844 949714 I See Footnote On November 14, 2016, pursuant to the Exchange Agreement, the Reporting Persons agreed (i) to exchange $50,286 in aggregate principal amount of the Senior Notes for 279,367 shares of Preferred Stock and (ii) to extend the maturity date and modify the conversion terms of the Reporting Persons' remaining $949,714, 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 and 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 Persons expressly disclaim 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 Company'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 securities are held by Hudson Bay Master Fund Ltd. (the "Fund"). Hudson Bay Capital Management LP (the "Investment Manager") serves as the investment manager of the Fund. As such, the Investment Manager may be deemed to have beneficial ownership of the Senior Notes held by the Fund. As the managing member of the general partner of Hudson Bay Capital Management LP, Mr. Sander Gerber may be deemed to have beneficial ownership of the shares held by the Fund. Each Reporting Person disclaims beneficial ownership of the Senior Notes held by the Fund, except to the extent of its or his pecuniary interest therein. On November 2, 2016, the Issuer entered into a binding letter agreement (the "Debt Exchange Term Sheet") with the Reporting Persons 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 Persons 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 Persons expressly disclaim beneficial ownership of the shares of the Issuer's securities owned by the Other Parties. HUDSON BAY CAPITAL MANAGEMENT LP By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory /s/ Sander Gerber 2016-11-14