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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* LINDEN ADVISORS LP (Last) (First) (Middle) 590 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/02/2016	3. Issuer Name and Ticker or Trading Symbol TETRALOGIC PHARMACEUTICALS CORP [ TLOG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
8% Senior Convertible Notes due 2019	(1)	(2)	Common Stock	1,112,264	(3)	I	See Footnote(4)

1. Name and Address of Reporting Person* LINDEN ADVISORS LP (Last) (First) (Middle) 590 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Linden Capital L.P. (Last) (First) (Middle) 590 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. The Senior Notes became currently convertible at the option of the holder into shares of common stock following the Issuer's entry into an Asset Purchase Agreement (the "Asset Purchase Agreement"), dated November 2, 2016, among the Issuer, its wholly-owned subsidiary TetraLogic Research and Development Corporation and Medivir AB ("Medivir"), pursuant to which the Issuer agreed to sell all or substantially all of its assets to Medivir (the "Asset Sale").

2. As of November 2, 12016, under the Indenture, dated as of June 23, 2014, between the Issuer and U.S. Bank National Association, as Trustee (the "Indenture"), the Senior Notes were convertible into Common Stock at any time from or after the effective date of the Asset Sale until the 35th Trading Day (as defined in the Indenture) immediately following the effective date of the Asset Sale.

3. The conversion rate for the Senior Notes is equal 148.3019 shares of the 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.

4. Senior Notes in the aggregate principal amount equal to $1,866,000 are held by two offshore managed accounts for which Linden Advisors is the trading adviser. Linden Advisers is also the investment manager of Linden Capital, L.P., which holds Senior Notes in an aggregate principal amount equal to $5,634,000.

Remarks:

On November 2, 2016, the Issuer entered into a binding letter agreement (the ''Debt Exchange Term Sheet'') with the Reporting Persons 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 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. As a result of the transactions contemplated by the Debt Exchange Term Sheet, the Reporting Persons 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 the Reporting Person, the ''Other Parties'') for purposes of Section 13(d) of the Exchange Act and Rule 13d thereunder. The Reporting Persons expressly disclaim beneficial ownership of the shares of the Issuer's securities owned by the Other Parties.

	LINDEN ADVISORS LP By: Linden Hld LLC, general partner By: /S/ Siu Min Wong Siu Min Wong, Managing Member	11/14/2016
	LINDEN CAPITAL L.P. By: Linden GP LLC, general partner By: /S/ Siu Min Wong Siu Min Wong, Managing Member	11/14/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.