PDS Biotechnology Corp — Director's Dealing 2015

Oct 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Edge Therapeutics, Inc. (EDGE)
CIK: 0001472091
Period of Report: 2015-10-06

Reporting Person: HEALY JAMES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-06	Common Stock	C	1807703	—	Acquired	1807703	Indirect
2015-10-06	Common Stock	P	450000	$11	Acquired	2257703	Indirect
2015-10-06	Common Stock	J	53665	$8.60	Acquired	2311368	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-06	Series C-2 Convertible Preferred Stock	$	C	2473118	Disposed		Common Stock (1807703)	Indirect

Footnotes

F1: The convertible preferred stock converted into the Issuer's common stock at a conversion ratio, as adjusted to give effect to the Issuer's 1-for-1.3681 reverse stock split effected on September 21, 2015, of one share of common stock for every 1.3681 shares of preferred stock immediately prior to the closing of the Issuer's initial public offering of common stock, and had no expiration date.

F2: Consists of 1,807,703 shares of common stock owned of record by Sofinnova Venture Partners IX, L.P. ("SVP IX"). The Reporting Person is a managing member of Sofinnova Management IX, L.L.C., the general partner of SVP IX, and as such, may be deemed to share voting and investment power with respect to such shares. The Reporting Person disclaims beneficial ownership with regard to such shares, except to the extent of his proportionate pecuniary interest therein.

F3: SVP IX received a total of 53,665 shares of the Issuer's common stock which represented a payment-in-kind dividend on 2,473,118 shares of the Issuer's convertible preferred stock owned by SVP IX at the time of the dividend payment date. The Reporting Person is a managing member of Sofinnova Management IX, L.L.C., the general partner of SVP IX, and as such, may be deemed to share voting and investment power with respect to such shares. The Reporting Person disclaims beneficial ownership with regard to such shares, except to the extent of his proportionate pecuniary interest therein.