TetraLogic Pharmaceuticals (TLOG) SC 13G Tetralogic Pharmaceuticals Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information To Be Included In Statements Filed Pursuant
To § 240.13d-1(b), (c), and (d) and Amendments Thereto Filed
Pursuant To § 240.13d-2

Under the Securities Exchange Act of 1934
(Amendment No.     )*

TetraLogic Pharmaceuticals Corporation

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

88165U 109

(CUSIP Number)

December 17, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  88165U 109						SCHEDULE 13G
	1	Names of Reporting Persons Novitas Capital III, LP
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With*			5		Sole Voting Power 0
			6		Shared Voting Power 1,537,641 Shares
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 1,537,641 Shares
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,537,641 Shares
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row 9** 7.3%
	12	Type of Reporting Person (See Instructions) PN

*All share numbers and ownership percentages reported herein are as of December 17, 2013.

**Such percentage was calculated based on the 21,116,904 shares of Common Stock reported to be outstanding immediately after the IPO on the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on December 12, 2013.

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CUSIP No.  88165U 109						SCHEDULE 13G
	1	Names of Reporting Persons Novitas Capital III GP, LP
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With*			5		Sole Voting Power 0
			6		Shared Voting Power 1,537,641 Shares
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 1,537,641 Shares
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,537,641 Shares
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row 9** 7.3%
	12	Type of Reporting Person (See Instructions) PN

*All share numbers and ownership percentages reported herein are as of December 17, 2013.

**Such percentage was calculated based on the 21,116,904 shares of Common Stock reported to be outstanding immediately after the IPO on the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on December 12, 2013.

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CUSIP No.  88165U 109						SCHEDULE 13G
	1	Names of Reporting Persons Novitas Capital III GP Manager, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With*			5		Sole Voting Power 0
			6		Shared Voting Power 1,537,641 Shares
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 1,537,641 Shares
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,537,641 Shares
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row 9** 7.3%
	12	Type of Reporting Person (See Instructions) CO

*All share numbers and ownership percentages reported herein are as of December 17, 2013.

**Such percentage was calculated based on the 21,116,904 shares of Common Stock reported to be outstanding immediately after the IPO on the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on December 12, 2013.

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CUSIP No.  88165U 109						SCHEDULE 13G
	1	Names of Reporting Persons Michael Bolton
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With*			5		Sole Voting Power 0
			6		Shared Voting Power 1,537,641 Shares
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 1,537,641 Shares
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,537,641 Shares
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row 9** 7.3%
	12	Type of Reporting Person (See Instructions) IN

*All share numbers and ownership percentages reported herein are as of December 17, 2013.

**Such percentage was calculated based on the 21,116,904 shares of Common Stock reported to be outstanding immediately after the IPO on the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on December 12, 2013.

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CUSIP No.  88165U 109						SCHEDULE 13G
	1	Names of Reporting PersonsPaul Schmitt
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With*			5		Sole Voting Power 0
			6		Shared Voting Power 1,537,641 Shares
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 1,537,641 Shares
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,537,641 Shares
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row 9** 7.3%
	12	Type of Reporting Person (See Instructions) IN

*All share numbers and ownership percentages reported herein are as of December 17, 2013.

**Such percentage was calculated based on the 21,116,904 shares of Common Stock reported to be outstanding immediately after the IPO on the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on December 12, 2013.

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CUSIP No.  88165U 109						SCHEDULE 13G
	1	Names of Reporting PersonsStephen Barnes
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With*			5		Sole Voting Power 0
			6		Shared Voting Power 1,537,641 Shares
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 1,537,641 Shares
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,537,641 Shares
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row 9** 7.3%
	12	Type of Reporting Person (See Instructions) IN

*All share numbers and ownership percentages reported herein are as of December 17, 2013.

**Such percentage was calculated based on the 21,116,904 shares of Common Stock reported to be outstanding immediately after the IPO on the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on December 12, 2013.

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CUSIP No.  88165U 109 SCHEDULE 13G

Item 1(a)	Name of Issuer:
	TetraLogic Pharmaceuticals Corporation
Item 1(b)	Address of Issuer’s Principal Executive Offices:
	343 Phoenixville Pike  Malvern, PA 19355
Item 2(a)	Name of Person Filing:
	Novitas Capital III, LP Novitas Capital III GP, LP Novitas Capital III GP Manager, LLC Michael Bolton Paul Schmitt Stephen Barnes
Item 2(b)	Address of Principal Business Office or, if none, Residence:
	The address of the principal business office of each of the Reporting Persons is Novitas Capital III, L.P., 116 Research Drive, Bethlehem, PA 18015.
Item 2(c)	Citizenship:
	Novitas Capital III, LP - Delaware Novitas Capital III GP, LP - Delaware Novitas Capital III GP Manager, LLC - Delaware Michael Bolton - USA Paul Schmitt - USA Stephen Barnes - USA
Item 2(d)	Title of Class of Securities:
	Common Stock, $0.0001 par value per share
Item 2(e)	CUSIP Number:
	88165U 109
Item 3	Not applicable.
Item 4	Ownership.***
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

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CUSIP No.  88165U 109 SCHEDULE 13G

(a)	Amount beneficially owned:    Novitas Capital III, LP – 1,537,641 Novitas Capital III GP, LP – 1,537,641 Novitas Capital III GP Manager, LLC – 1,537,641 Michael Bolton – 1,537,641 Paul Schmitt – 1,537,641 Stephen Barnes – 1,537,641
(b)	Percent of class:    Novitas Capital III, LP – 7.3% Novitas Capital III GP, LP – 7.3% Novitas Capital III GP Manager, LLC – 7.3% Michael Bolton – 7.3% Paul Schmitt – 7.3% Stephen Barnes – 7.3%
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote    Novitas Capital III, LP – 0 Novitas Capital III GP, LP – 0 Novitas Capital III GP Manager, LLC – 0 Michael Bolton – 0 Paul Schmitt – 0 Stephen Barnes – 0
	(ii)	Shared power to vote or to direct the vote     Novitas Capital III, LP – 1,537,641 Novitas Capital III GP, LP – 1,537,641 Novitas Capital III GP Manager, LLC – 1,537,641 Michael Bolton – 1,537,641 Paul Schmitt – 1,537,641 Stephen Barnes – 1,537,641
	(iii)	Sole power to dispose or to direct the disposition of    Novitas Capital III, LP – 0 Novitas Capital III GP, LP – 0

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CUSIP No.  88165U 109 SCHEDULE 13G

			Novitas Capital III GP Manager, LLC – 0 Michael Bolton – 0 Paul Schmitt – 0 Stephen Barnes – 0
		(iv)	Shared power to dispose or to direct the disposition of    Novitas Capital III, LP – 1,537,641 Novitas Capital III GP, LP – 1,537,641 Novitas Capital III GP Manager, LLC – 1,537,641 Michael Bolton – 1,537,641 Paul Schmitt – 1,537,641 Stephen Barnes – 1,537,641
*** Consists of 1,537,641 shares deemed to be beneficially owned by Novitas Capital III, LP; Novitas Capital III GP, LP is the general partner of Novitas Capital III, LP; Novitas Capital III GP Manager, LLC is the general partner of Novitas Capital III GP, LP; Michael Bolton, Paul Schmitt and Stephen Barnes are members of Novitas Capital III GP Manager, LLC
Item 5	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.
Item 6	Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8	Identification and Classification of Members of the Group.
Each of the Reporting Persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended.
Item 9	Notice of Dissolution of Group.
Not applicable.

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CUSIP No.  88165U 109 SCHEDULE 13G

Item 10

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 27, 2013	NOVITAS CAPITAL III, L.P.
	By:	Novitas Capital III GP, L.P., its general partner
	By:	Novitas Capital III GP Manager, LLC, its general partner
	By:	/s/ Paul Schmitt
		Managing Director
	NOVITAS CAPITAL III GP, L.P.
	By:	Novitas Capital III GP Manager, LLC, its general partner
	By:	/s/ Paul Schmitt
		Managing Director
	NOVITAS CAPITAL III GP MANAGER, LLC
	By:	/s/ Paul Schmitt
		Managing Director
	*
	Michael Bolton
	*
	Paul Schmitt
	*
	Stephen Barnes

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CUSIP No.  88165U 109 SCHEDULE 13G

By:	/s/ Richard Sherman
	Richard Sherman, as Attorney-in-Fact

This Schedule 13G was executed by Richard Sherman on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which his attached as Exhibit 2.

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CUSIP No.  88165U 109 SCHEDULE 13G

Exhibit 1

JOINT FILING AGREEMENT

Joint Filing Agreement, dated as of December 27, 2013, is by and among the signatories below.

Each of the signatories below may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to shares of Common Stock, par value $0.0001 per share, of TetraLogic Pharmaceuticals Corporation. beneficially owned by it from time to time.  Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the signatories below hereby agree to be responsible for the timely filing of the Schedule 13G and any amendments thereto on behalf of the signatories below, and for the completeness and accuracy of the information concerning itself contained therein.  Each of the signatories below hereby further agree to file this Joint Filing Agreement as an exhibit to the statement and each such amendment, as required by such rule.

This Joint Filing Agreement may be terminated by any of the signatories below upon one week’s prior written notice or such lesser period of notice as the signatories below may mutually agree.

Executed and delivered as of the date first above written.

Date: December 27, 2013	NOVITAS CAPITAL III, L.P.
	By:	Novitas Capital III GP, L.P., its general partner
	By:	Novitas Capital III GP Manager, LLC, its general partner
	By:	/s/ Paul Schmitt
		Managing Director
	NOVITAS CAPITAL III GP, L.P.
	By:	Novitas Capital III GP Manager, LLC, its general partner
	By:	/s/ Paul Schmitt
		Managing Director

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CUSIP No.  88165U 109 SCHEDULE 13G

NOVITAS CAPITAL III GP MANAGER, LLC
By:	/s/ Paul Schmitt
	Managing Director
*
Michael Bolton
*
Paul Schmitt
*
Stephen Barnes
By:	/s/ Richard Sherman
	Richard Sherman, as Attorney-in-Fact

This Agreement was executed by Richard Sherman on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

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CUSIP No.  88165U 109 SCHEDULE 13G

Exhibit 2

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Richard Sherman with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to:

(i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder

(ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and

(iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.

Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of November, 2013.

Novitas Capital III, L.P.
By:	Novitas Capital III GP, L.P.
By:	Novitas Capital III GP Manager, LLC
	/s/ Paul Schmitt
Name:	Paul Schmitt
Title:	Managing Director

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CUSIP No.  88165U 109 SCHEDULE 13G

Novitas Capital III GP, L.P.
By:	Novitas Capital III GP Manager, LLC
	/s/ Paul Schmitt
Name:	Paul Schmitt
Title:	Managing Director
Novitas Capital GP Manager, LLC
	/s/ Paul Schmitt
Name:	Paul Schmitt
Title:	Managing Director
	/s/ Michael Bolton
Michael Bolton
	/s/ Paul Schmitt
Paul Schmitt
	/s/ Stephen Barnes
Stephen Barnes

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