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^*

Schmitt Paul J

(Last)

(First)

(Middle)

C/O NOVITAS CAPITAL III, L.P.

116 RESEARCH DRIVE

(Street)

BETHLEHEM

18015

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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)

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 Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	261,437	⁽¹⁾	I	See footnote⁽⁹⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	179,738	⁽²⁾	I	See footnote⁽⁹⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	427,440	⁽³⁾	I	See footnote⁽⁹⁾
Series B Preferred Stock Warrants	⁽⁴⁾	03/30/2016	Common Stock	2,723	$7.65	I	See footnote⁽⁹⁾
Series B Preferred Stock Warrants	⁽⁴⁾	05/05/2016	Common Stock	2,723	$7.65	I	See footnote⁽⁹⁾
Common Stock Warrants	⁽⁵⁾	⁽⁵⁾	Common Stock	8,742	$0.85	I	See footnote⁽⁹⁾
Common Stock Warrants	⁽⁶⁾	⁽⁶⁾	Common Stock	10,491	$0.85	I	See footnote⁽⁹⁾
Convertible Notes	⁽⁷⁾	⁽⁷⁾	Common Stock	⁽⁷⁾	⁽⁷⁾	I	See footnote⁽⁹⁾
Series C Warrants	⁽⁸⁾	⁽⁸⁾	Common Stock	⁽⁸⁾	$6.4022⁽⁸⁾	I	See footnote⁽⁹⁾

Explanation of Responses:

1. The Series A Convertible Preferred Stock will be automatically converted into Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering and has no expiration date.

2. The Series B Convertible Preferred Stock will be automatically converted into Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering and has no expiration date.

3. The Series C Convertible Preferred Stock will be automatically converted into Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering and has no expiration date.

4. The warrants are immediately exercisable.

5. The warrants are immediately exercisable. The warrants expire on the later of 11/25/2019 or five years after the consummation of the Company's initial public offering.

6. The warrants are immediately exercisable. The warrants expire on the later of 03/10/2020 or five years after the consummation of the Company's initial public offering.

7. The Convertible Notes and Accrued Interest will be automatically converted into Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering and have no expiration date.

8. Warrants will be automatically exercised immediately prior to the closing of the Issuer's initial public offering. Warrants are exercisable for a number of shares of common stock equal to the warrant amount divided by the exercise price and will be net exercised at the initial public offering price.

9. The securities are held of record by by Novitas Capital III, LP. ("Novitas III"), Novitas Capital III GP, LP ("Novitas GP") and Novitas Capital III GP Manager, LLC ("Novitas Manager"). Novitas GP is the general partner of Novitas III and Novitas Manager is the general partner of Novitas GP. Mr. Schmitt disclaims beneficial ownership of the shares beneficially owned by Novitas III, Novitas GP and Novitas Manager, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Richard L. Sherman, Attorney-In-Fact for Paul Schmitt	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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