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: Hove Anders D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-06	Common Stock	C	1571917	—	Acquired	1571917	Indirect
2015-10-06	Common Stock	P	450000	$11	Acquired	2021917	Indirect
2015-10-06	Common Stock	J	46665	$8.60	Acquired	2068582	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-06	Series C-2 Convertible Preferred Stock	$	C	2150538	Disposed		Common Stock (1571917)	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 (i) 1,118,419 shares of common stock held by Venrock Healthcare Capital Partners II, L.P. ("VHCP II") and (ii) 453,498 shares of common stock held by VHCP Co-Investment Holdings II, LLC ("Co-Invest II", and, together with VHCP II, the "VHCP II Funds"). VHCP Management II, LLC ("VHCPM II") is the general partner of VHCP II and the manager of Co-Invest II and may be deemed to beneficially own these shares. The Reporting Person is a managing member of VHCPM II and may be deemed to beneficially own these shares. VHCPM II and the Reporting Person disclaim beneficial ownership with regard to such shares, except to the extent of their proportionate pecuniary interests therein.

F3: Consists of (i) 1,342,553 shares of common stock held by VHCP II, (ii) 544,364 shares of common stock held by Co-Invest II, (iii) 114,124 shares of common stock held by Venrock Healthcare Capital Partners, L.P. ("VHCP") and (iv) 20,876 shares of common stock held by VHCP Co-Investment Holdings, LLC ("Co-Invest"). VHCPM II is the general partner of VHCP II and the manager of Co-Invest II and may be deemed to beneficially own these shares. VHCP Management, LLC ("VHCPM") is the general partner of VHCP and the manager of Co-Invest and may be deemed to beneficially own these shares. The Reporting Person is a managing member of VHCPM II and VHCPM and may be deemed to beneficially own these shares. VHCPM II, VHCPM and the Reporting Person disclaim beneficial ownership with regard to such shares, except to the extent of their proportionate pecuniary interests therein.

F4: The VHCP II Funds received a total of 46,665 shares of the Issuer's common stock of which (i) 33,202 represented a payment-in-kind dividend on 1,530,108 shares of the Issuer's convertible preferred stock owned by VHCP II at the time of the dividend payment date and (ii) 13,463 represented a payment-in-kind dividend on 620,430 shares of the Issuer's convertible preferred stock owned by Co-Invest at the time of the dividend payment date. VHCP Management II, LLC ("VHCPM II") is the general partner of VHCP II and the manager of Co-Invest and may be deemed to beneficially own these shares. The Reporting Person is a managing member of VHCPM II and may be deemed to beneficially own these shares. VHCPM II and the Reporting Person disclaim beneficial ownership with regard to such shares, except to the extent of their proportionate pecuniary interests therein.