Edgar Filing: TETRALOGIC PHARMACEUTICALS CORP

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â AMGEN INC

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

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

(Last)

(First)

(Middle)

ONE AMGEN CENTER DRIVE

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 Original Filed(Month/Day/Year)

(Street)

THOUSAND OAKS,Â CAÂ 91320

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Notes	Â ⁽²⁾	Â ⁽²⁾	Series C Convertible Preferred Stock	$ 3,000,000	$ 7 ⁽²⁾	D	Â
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	108,932	$ 0 ⁽²⁾	I	By Ventures ⁽¹⁾
Series C Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	117,361	$ 0 ⁽²⁾	I	By Ventures ⁽¹⁾
Convertible Notes	Â ⁽²⁾	Â ⁽²⁾	Series C Convertible Preferred Stock	$ 279,103	$ 7 ⁽²⁾	I	By Ventures ⁽¹⁾
Series C Convertible Preferred Stock Warrants (Right To Buy)	Â ⁽²⁾	Â ⁽²⁾	Series C Convertible Preferred Stock	13,355	$ 6.4022 ⁽²⁾	I	By Ventures ⁽¹⁾
Common Stock Warrants (Right To Buy)	Â ⁽³⁾	Â ⁽³⁾	Common Stock	5,564	$ 0.85 ⁽³⁾	I	By Ventures ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AMGEN INC ONE AMGEN CENTER DRIVE THOUSAND OAKS,Â CAÂ 91320	Â	Â X	Â	Â
Amgen Ventures LLC ONE AMGEN CENTER DRIVE THOUSAND OAKS,Â CAÂ 91320	Â	Â X	Â	Â

Signatures

/s/ David J. Scott, Senior Vice President, General Counsel and Secretary on behalf of Amgen Ventures LLC and Amgen Inc.		12/11/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 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.
(3)	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.

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