TetraLogic Pharmaceuticals (TLOG) Form 4 TETRALOGIC PHARMACEUTICALS / of New Jersey Common Pension Fund D State ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

State of New Jersey Common Pension Fund D

(Last) (First) (Middle)

50 WEST STATE STREET, 9TH FLOOR

(Street)

TRENTON NJ 08608-0290

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
8% Convertible Notes due 2019	(1)	11/14/2016		J			$3,261,000	(1)	(1)	Common Stock	(1)	(1)	0	I	See Footnote(6)
Preferred Stock	(2)	11/14/2016		J		911,011		(3)	(3)	Common Stock	911,011	(2)	911,011	I	See Footnote(6)
8% Convertible Notes due 2024	(4)	11/14/2016		J		$3,097,018		(5)	06/22/2024	Common Stock	459,293	(4)	$3,097,018	I	See Footnote(6)

Explanation of Responses:

1. On November 14, 2016, pursuant to the Exchange Agreement dated thereof, by and among the Issuer and the Noteholders, CPFD agreed (i) to exchange $163,982 in aggregate principal amount of the Senior Notes for 911,011 shares of Preferred Stock and (ii) to extend the maturity date and modify the conversion terms of CPFD's remaining $3,097,018 in aggregate principal amount Senior Notes (the "Remaining Notes").

2. Each share of Preferred Stock is initially convertible into one share of Common Stock, subject to adjustment as described in the Certificate of Designations for the Preferred Stock.

3. The Preferred Stock is contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestones, payments and the deregistration of the Issuer's Common Stock, as further described in the Certificate of Designations for the Preferred Stock. The Preferred Stock is not currently convertible. CPFD expressly disclaims beneficial ownership of the shares of Common Stock underlying the Preferred Stock.

4. The conversion rate for the Senior Notes is equal to 148.3019 shares of the Issuer's common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $6.74 per share of common stock), subject to adjustment upon the occurrence of certain specified events.

5. The Remaining Senior Notes are contingently convertible into Common Stock, subject to the Issuer's achievement of certain milestones payments. The Remaining Senior Notes are not currently convertible. CPFD expressly disclaims beneficial ownership of the shares of Common Stock underlying the Remaining Senior Notes.

6. CPFD is one of several common trust funds established pursuant to New Jersey State law for the purpose of investing the assets of seven State pension funds. CPFD is managed by the Division of Investment, Department of the Treasury, State of New Jersey under the supervision of the State Investment Council ("Council"). Investment authority for CPFD is vested in the Director of the Division of Investment, who is appointed by the State Treasurer of the State of New Jersey from candidates nominated by the Council.

Remarks:

On November 2, 2016, the Issuer entered into a binding letter agreement (the "Debt Exchange Term Sheet") with Common Pension Fund D ("CPFD"), a common trust fund, and the other holders (together, the "Noteholders") of 100% of the Issuer's outstanding 8% Convertible Senior Notes due 2019 (the "Senior Notes"), pursuant to which the Noteholders agreed to enter into an Exchange and Consent Agreement (the "Exchange Agreement") to, among other things, exchange $2.2 million in aggregate principal amount of the Senior Notes for 12,222,225 shares of newly issued preferred stock (the "Preferred Stock"). As a result of the transactions contemplated by the Debt Exchange Term Sheet, CPFD may be deemed to have formed a "group" with each of the other Noteholders and/or certain affiliates of each of such parties (such parties together, excluding CPFD, to the extent applicable, the "Other Parties") for purposes of Section 13(d) of the Exchange Act and Rule 13d thereunder. CPFD expressly disclaims beneficial ownership of the shares of the Issuer's securities owned by the Other Parties, and disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

	STATE OF NEW JERSEY COMMON PENSION FUND D By: The Division of Investment By: /s/ Christopher McDonough Christopher McDonough Director	11/14/2016
	** Signature of Reporting Person	Date
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