0001104659-16-157087.txt : 20161114 0001104659-16-157087.hdr.sgml : 20161111 20161114214359 ACCESSION NUMBER: 0001104659-16-157087 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: NOMURA HOLDINGS INC CENTRAL INDEX KEY: 0001163653 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997650 BUSINESS ADDRESS: STREET 1: 1-9-1 NIHONBASHI STREET 2: CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-8645 BUSINESS PHONE: 810352551000 MAIL ADDRESS: STREET 1: 1-9-1 NIHONBASHI STREET 2: CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-8645 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NOMURA SECURITIES INTERNATIONAL, INC. CENTRAL INDEX KEY: 0000072267 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997651 BUSINESS ADDRESS: STREET 1: WORLDWIDE PLAZA, 309 WEST 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-667-9432 MAIL ADDRESS: STREET 1: WORLDWIDE PLAZA, 309 WEST 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: NOMURA SECURITIES INTERNATIONAL INC /BD DATE OF NAME CHANGE: 20020313 FORMER NAME: FORMER CONFORMED NAME: NOMURA SECURITIES CO LTD DATE OF NAME CHANGE: 19691023 4 1 a4.xml 4 X0306 4 2016-11-14 1 0001361248 TETRALOGIC PHARMACEUTICALS CORP TLOG 0000072267 NOMURA SECURITIES INTERNATIONAL, INC. WORLDWIDE PLAZA, 309 WEST 49TH STREET NEW YORK NY 10019 0 0 0 1 See Remarks 0001163653 NOMURA HOLDINGS INC 1-9-1 NIHONBASHI CHUO-KU TOKYO M0 103-8645 JAPAN 0 0 0 1 See Remarks 8% Convertible Notes due 2019 2016-11-14 4 J 0 3196000 D Common Stock 0 D Preferred Stock 2016-11-14 4 J 0 892850 A Common Stock 892850 892850 D 8% Convertible Notes due 2024 2016-11-14 4 J 0 3035287 A 2024-06-15 Common Stock 450138 3035287 D On November 14, 2016, pursuant to the Exchange Agreement, the Reporting Persons agreed (i) to exchange $160,173 in aggregate principal amount of the Senior Notes for 892,850 shares of Preferred Stock and (ii) to extend the maturity date and modify the conversion terms of the Reporting Persons' remaining $3,035,287 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. These derivative securities are owned directly by Nomura Securities International, Inc. ("NSI"), which is a wholly owned subsidiary of Nomura Holdings, Inc. ("NH"), and accordingly NH may be deemed to beneficially own the derivative securities held by NSI. 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. Nomura Securities International, Inc. /s/ Vincent Primiano Nomura Holdings, Inc. /s/ Yasuo Kashiwagi 2016-11-14