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: HEALY JAMES (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C-2 Convertible Preferred Stock	$		Common Stock (2473118)		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 2,473,118 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: 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.