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Form 3 TETRALOGIC PHARMACEUTICA For: Nov 02 Filed by: LAZARD ASSET MANAGEMENT LLC

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November 14, 2016 6:17 PM EST
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 *
LAZARD ASSET MANAGEMENT LLC
(Last) (First) (Middle)
30 ROCKEFELLER PLZ
55TH FL.
(Street)
NEW YORK NY 10112
(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
8% Senior Convertible Notes due 2019 (the "Senior Notes")   (1)   (2) Common Stock, $0.0001 par value ("Common Stock") 776,953 (3) I See footnote (4)
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. 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 are convertible into Common Stock at any time from or after the effective date of the Asset Sale or 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 will initially equal 148.3019 shares of Common Stock per $1,000 principal amount of the Senior Notes (which is equivalent to an initial conversion price of approximately $6.74 per share of Common Stock). The conversion rate will be subject to adjustment upon the occurrence of certain specified events.
4. The securities to which this filing relates are held directly by certain institutional and other client accounts for which the Reporting Person serves as the investment manager (the "Accounts"). The Reporting Person is the investment manager of the Accounts, and has been granted investment discretion over portfolio investments, including the Common Stock held by the Accounts. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein.
Remarks:
The Reporting Person expressly disclaims membership in a "group", within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, with the other holders of the Senior Notes (the "Other Noteholders") or any other person. In addition, the Reporting Person disclaims beneficial ownership of any shares of Common Stock beneficially owned by the Other Noteholders. However, if the Reporting Person was found to be a member of a group with the Other Noteholders by virtue of the events described in the Schedule 13D filed by the Reporting Person on the date hereof, then, based on information and belief, such group would beneficially own in excess of 10% of the Issuer's Common Stock
/s/ Lazard Asset Management LLC; By: Mark Anderson, its Chief Compliance Officer 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 4 (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.

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