SEC FORM 3

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

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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

08608-0290

(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)

X	Form filed by One Reporting Person
	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)
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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
8% Senior Convertible Notes due 2019	⁽¹⁾	⁽²⁾	Common Stock	483,612	⁽³⁾	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. The Senior Notes become currently convertible at the option of the holder into shares of common stock pursuant to the terms and upon the consummation of the transaction contemplated in the Issuer's entry into the 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"), which could occur within 60 days of the date thereof, pursuant to which the Issuer agreed to sell all or substantially all of its assets to Medivir (the "Asset Sale").

2. Under the Indenture, dated as of June 23, 2014, between the Issuer and U.S. Bank National Association, as Trustee (the "Indenture"), as of November 2, 2016, the Senior Notes were convertible into Common Stock at any time from or after the effective date of the Asset Sale or event 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. 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 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, 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, 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 Director	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).
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