0001181431-13-062489.txt : 20131212 0001181431-13-062489.hdr.sgml : 20131212 20131212145828 ACCESSION NUMBER: 0001181431-13-062489 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131211 FILED AS OF DATE: 20131212 DATE AS OF CHANGE: 20131212 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: Amgen Ventures LLC CENTRAL INDEX KEY: 0001576997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 131273228 BUSINESS ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1799 BUSINESS PHONE: 805-447-1000 MAIL ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1799 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMGEN INC CENTRAL INDEX KEY: 0000318154 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 131273229 BUSINESS ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320 BUSINESS PHONE: (805)447-1000 MAIL ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320 FORMER NAME: FORMER CONFORMED NAME: AMGEN DATE OF NAME CHANGE: 19870305 3 1 rrd395731.xml FORM 3 X0206 3 2013-12-11 0 0001361248 TETRALOGIC PHARMACEUTICALS CORP TLOG 0000318154 AMGEN INC ONE AMGEN CENTER DRIVE THOUSAND OAKS CA 91320 0 0 1 0 0001576997 Amgen Ventures LLC ONE AMGEN CENTER DRIVE THOUSAND OAKS CA 91320 0 0 1 0 Convertible Notes 7.00 Series C Convertible Preferred Stock 3000000 D Series B Convertible Preferred Stock 0 Common Stock 108932 I By Ventures Series C Convertible Preferred Stock 0 Common Stock 117361 I By Ventures Convertible Notes 7.00 Series C Convertible Preferred Stock 279103 I By Ventures Series C Convertible Preferred Stock Warrants (Right To Buy) 6.4022 Series C Convertible Preferred Stock 13355 I By Ventures Common Stock Warrants (Right To Buy) 0.85 Common Stock 5564 I By Ventures 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. 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 will be 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 will be 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 will be 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. Represents warrants (the "Bridge Warrants") for the right to purchase common stock of the Issuer on a one-for-one basis at the exercise price reported herein. The Bridge Warrants are exercisable at the option of the holder. /s/ David J. Scott, Senior Vice President, General Counsel and Secretary on behalf of Amgen Ventures LLC and Amgen Inc. 2013-12-11