PDS Biotechnology Corp — Director's Dealing 2015

Oct 1, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Edge Therapeutics, Inc. (EDGE)
CIK: 0001472091
Period of Report: 2015-09-30

Reporting Person: Hove Anders D (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C-2 Convertible Preferred Stock	$		Common Stock (2150538)		Indirect
Stock Option (right to purchase)	$11	2025-09-30	Common Stock (21928)		Direct

Footnotes

F1: The convertible preferred stock is convertible at any time, at the holder's election, and is automatically convertible immediately prior to the consummation of the Issuer's initial public offering of at least $40,000,000 and at a price per share not less than $7.18 per share and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-1.3681 reverse stock split effected by the Issuer on September 21, 2015, which will result in a proportional adjustment to the conversion price of the convertible preferred stock.

F2: Consists of (i) 1,530,108 shares of Series C-2 Convertible Preferred Stock held by Venrock Healthcare Capital Partners II, L.P. (VHCP II) and (ii) 620,430 shares of Series C-2 Convertible Preferred Stock held by VHCP Co-Investment Holdings II, LLC (Co-Invest). 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.

F3: This option, representing a right to purchase a total of 21,928 shares of Common Stock, will become exercisable upon the earlier of the first anniversary of the date of grant or the issuer's next annual stockholders meeting, subject to continued service as director through the vesting date.

F4: The Reporting Person is a member of VR Management, LLC (Management Company). Under an agreement between the Reporting Person and the Management Company, the Reporting Person is deemed to hold the reported shares for the sole benefit of the Management Company and must exercise the reported shares solely upon the direction of the Management Company, which is entitled to the shares. The Management Company may be deemed the indirect beneficial owner of the reported shares, and the Reporting Person may be deemed the indirect beneficial owner of the reported shares through his interest in the Management Company. The Reporting Person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.