FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TETRALOGIC PHARMACEUTICALS CORP [ TLOG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/17/2013 | C | 448,767 | A | $0(2) | 448,767 | D | |||
Common Stock | 12/17/2013 | C | 268,116 | A | $0(2) | 268,116 | I | By Ventures(1) | ||
Common Stock | 12/17/2013 | X | 1,141(3) | A | $6.4022(2) | 269,257 | I | By Ventures(1) | ||
Common Stock | 12/17/2013 | P | 272,142 | A | $7 | 541,399 | I | By Ventures(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Notes | $7(2) | 12/17/2013 | C | $3,000,000 | (2) | (2) | Common Stock | 448,767 | $0(2) | 0 | D | ||||
Series B Convertible Preferred Stock | (2) | 12/17/2013 | C | 108,932 | (2) | (2) | Common Stock | 108,932 | $0(2) | 0 | I | By Ventures(1) | |||
Series C Convertible Preferred Stock | (2) | 12/17/2013 | C | 117,361 | (2) | (2) | Common Stock | 117,361 | $0(2) | 0 | I | By Ventures(1) | |||
Convertible Notes | $7(2) | 12/17/2013 | C | $279,103 | (2) | (2) | Common Stock | 41,823 | $0(2) | 0 | I | By Ventures(1) | |||
Series C Convertible Preferred Stock Warrants (Right To Buy) | $6.4022(2) | 12/17/2013 | X | 13,355 | (2) | (2) | Common Stock | 13,355 | $0(2) | 0 | I | By Ventures(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Owned directly by Amgen Ventures LLC ("Ventures"), a wholly-owned subsidiary of Amgen Inc. ("Amgen"). Amgen may be deemed to beneficially own securities held by Ventures, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
2. As more fully described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-191811) (the "Registration Statement"), in connection with the Issuer's initial public offering (the "Offering"), upon the closing of the Offering, (i) each outstanding share of the Issuer's preferred stock was converted on a one-for-one basis into the Issuer's common stock, (ii) certain warrants for the right to purchase Series C Convertible Preferred Stock were exercised on a one-for-one basis at the exercise price reported herein and converted into common stock of the Issuer on a one-for-one basis, and (iii) the Issuer's common stock was issued upon conversion of the convertible notes by dividing the face value of such notes plus accrued interest due on such notes by the initial public offering price of the Issuer's common stock. |
3. In accordance with the terms of the Warrant to Purchase Equity Securities, the warrant was net exercised and based on a fair market value of $7.00 per share, a net of 1,141 shares were acquired by Ventures. |
/s/ David J. Scott Senior Vice President, General Counsel and Secretary on behalf of Amgen Ventures LLC and Amgen Inc. | 12/17/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |