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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
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* GEODE CAPITAL MANAGEMENT LP (Last) (First) (Middle) ONE POST OFFICE SQUARE, 20TH FLOOR (Street) BOSTON MA 02109 (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% Senior Convertible Notes due 2019	(1)	11/14/2016		J			$4,500,000	(1)	(1)	See Footnote(1)	(1)	(1)	0	I	See Footnote(8)
Preferred Stock	(2)	11/14/2016		J		1,257,144		(3)	(3)	Common Stock	1,257,144(6)	(2)	1,257,144	I	See Footnote(8)
8% Senior Convertible Notes due 2024	(4)	11/14/2016		J		$4,273,714		(5)	06/15/2024	Common Stock	633,799(7)	(4)	$4,273,714	I	See Footnote(8)

Explanation of Responses:

1. On November 14, 2016, pursuant to the Exchange Agreement, the Reporting Person agreed (i) to exchange $226,286 in aggregate principal amount of the Senior Notes for 1,257,144 shares of Preferred Stock and (ii) to extend the maturity date and modify the conversion terms of the Reporting Persons' remaining $4,273,714 in aggregate principal amount Senior Notes (the "Remaining Senior 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 or 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. The Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock underlying the Preferred Stock.

4. The conversion rate for the Senior Notes is equal 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. The Reporting Persons expressly disclaim beneficial ownership of the shares of Common Stock underlying the Remaining Senior Notes.

6. The Preferred Stock is not currently convertible and it is not contemplated that it may be converted within sixty (60) days of this filing. Accordingly, the Reporting Person has no beneficial ownership in the Common Stock underlying the Preferred Stock.

7. The Remaining Senior Notes are not currently convertible and it is not contemplated that they may be converted within sixty (60) days of this filing. Accordingly, the Reporting Person has no beneficial ownership in the Common Stock underlying the Remaining Senior Notes.

8. The securities to which this filing relates are held directly by Geode Diversified Fund, for which the Reporting Person serves as the investment manager. The Reporting Person has investment discretion over such securities. The Reporting Person disclaims beneficial ownership of the securities reported herin, execpt to the extent of Geode Diversified Fund's pecuniary interest therein.

Remarks:

On November 2, 2016, the Issuer entered into a binding letter agreement (the "Debt Exchange Term Sheet") with the Reporting Person 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 (the "Preferred Stock"). As a result of the transactions contemplated by the Debt Exchange Term Sheet, the Reporting Person 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 Person expressly disclaim beneficial ownership of the shares of the Issuer's securities owned by the Other Parties. As a result of the Exchange Agreement, and as the Reporting Person no longer has any beneficial ownership of the Issuer's Common Stock, any "group" that may have been formed between the Reporting Person and the Other Parties has ceased to exist.

	Geode Capital Management LP By: Name: Jeffrey S. Miller Title: Chief Operating Officer	11/14/2016
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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