SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

HEALTHCARE VENTURES VII LP

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2013

3. Issuer Name and Ticker or Trading Symbol
TETRALOGIC PHARMACEUTICALS CORP [ TLOG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	653,594	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	438,453	⁽¹⁾	I	See Footnotes⁽²⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	506,086	⁽¹⁾	I	See Footnotes⁽²⁾⁽⁵⁾
Series A-4 Warrant	⁽⁶⁾	03/30/2014	Common Stock	6,808	$7.65	I	See Footnote⁽²⁾
Series A-4 Warrant	⁽⁶⁾	05/06/2016	Common Stock	6,808	$7.65	I	See Footnote⁽²⁾
Series B-1 Warrant	⁽⁶⁾	11/25/2019	Common Stock	7,735	$0.85	I	See Footnote⁽²⁾
Series C-1 Warrant	⁽⁶⁾	03/11/2020	Common Stock	9,282	$0.85	I	See Footnote⁽²⁾
Preferred Stock Warrant	⁽⁷⁾	⁽⁷⁾	Common Stock	7,335⁽⁸⁾	$6.4022	I	See Footnote⁽²⁾
Notes	⁽⁹⁾	⁽⁹⁾	Common Stock	266,572⁽¹⁰⁾	⁽⁹⁾	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

HEALTHCARE VENTURES VII LP

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HealthCare Partners VII, L.P.

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LAWLOR AUGUSTINE

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LITTLECHILD JOHN W

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mirabelli Christopher

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ONSI DOUGLAS E

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

WERNER HAROLD R

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CAVANAUGH JAMES H

(Last)

(First)

(Middle)

C/O HEALTHCARE VENTURES LLC

47 THORNDIKE STREET, SUITE B1-1

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Immediately prior to the closing of the issuer's initial public offering, the preferred stock held by the reporting persons will automatically convert into shares of the issuer's common stock.

2. The securities are held of record by HealthCare Ventures VII, L.P. ("HCVVII"). HealthCare Partners VII, L.P. ("HCPVII") is the General Partner of HCVVII. Each of James Cavanaugh, Christopher Mirabelli, Harold Werner, John Littlechild and Augustine Lawlor are general partners of HCPVII and exercise shared voting and investment power with respect to the shares owned by HCVVII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of their proportionate pecuniary interest therein. Douglas E. Onsi, a member of the Board of Directors of the issuer, is a limited partner of HCPVII. Mr. Onsi advises HCVVII with respect to voting and investment decisions relating to the shares of stock owned by HCVVII but does not have voting and investment power over such shares. Mr. Onsi disclaims beneficial ownership of the shares beneficially owned by HCVVII, except to the extent of his pecuniary interest therein.

3. HCVVII holds an aggregate of 5,000,000 shares of Series A Preferred Stock which were convertible on a 2.2 for 1 basis and, after giving effect to a 1 for 17 reverse split of the common stock prior to the effectiveness of the registration statement in respect of the issuer's inital public offering, are convertible into 653,594 shares of common stock.

4. HCVVII holds an aggregate of 7,453,704 shares of Series B Preferred Stock which, after giving effect to a 1 for 17 reverse split of the common stock prior to the effectiveness of the registration statement in respect to the issuer's initial public offering, are convertible into 438,453 shares of common stock.

5. HCVVII holds an aggregate of 8,603,477 shares of Series C Preferred Stock which, after giving effect to a 1 for 17 reverse split of the common stock prior to the effectiveness of the registration statement in respect of the issuer's initial public offering, are convertible into 506,086 shares of common stock.

6. Immediately exercisable.

7. In accordance with their terms, these Warrants will be net exercised immediately prior to closing of the issuer's initial public offering.

8. HCVVII holds Warrants which are net exercisable for an aggregate of 7,335 shares of common stock of the issuer assuming an initial public offering price of $7.00 per share, the expected price set forth on the cover page of the issuer's most recently filed prospectus.

9. In accordance with their terms, these Notes will be converted into common stock immediately prior to closing of the issuer's initial public offering at the initial public offering price.

10. HCVVII holds Notes and accrued interest which are convertible into 266,572 shares of common stock of the issuer assuming an initial public offering price of $7.00 per share, the expected price set forth on the cover page of the issuer's most recently filed prospectus.

Remarks:

	/s/ Jeffrey B. Steinberg, Administrative Partner of HealthCare Ventures VII, L.P.	12/11/2013
	Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VII, L.P.	12/11/2013
	Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor	12/11/2013
	Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild	12/11/2013
	Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli	12/11/2013
	Jeffrey B. Steinberg, Attorney-in-Fact for Douglas Onsi	12/11/2013
	Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner	12/11/2013
	Jeffrey B. Steinberg, Attorney-in-Fact for James Cavanaugh	12/11/2013
	** 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 5 (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).
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