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: Einhorn Andrew J. (Chief Financial Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B-1Convertible Preferred Stock	$		Common Stock (14286)		Direct
Series C Convertible Preferred Stock	$		Common Stock (6494)		Direct
Series C-1 Convertible Preferred Stock	$		Common Stock (32956)		Direct
Series C-1 Convertible Preferred Stock	$		Common Stock (21506)		Indirect
Series C-2 Convertible Preferred Stock	$		Common Stock (29032)		Indirect
Warrants (right to purchase)	$2.39	2017-09-09	Common Stock (1566)		Direct
Stock Option (right to purchase)	$2.04	2023-10-11	Common Stock (91367)		Direct
Stock Option (right to purchase)	$8.28	2024-03-27	Common Stock (7309)		Direct
Stock Option (right to purchase)	$6.36	2025-03-11	Common Stock (62129)		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: The Reporting Person is the sole managing member of Harpua, LLC and may be deemed to beneficially own these shares. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F3: This option, representing a right to purchase a total of 91,367 shares of Common Stock, became exercisable on June 1, 2014, with 25% vesting on that date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date.

F4: This option, representing a right to purchase a total of 7,309 shares of Common Stock, became exercisable on June 1, 2014, with 25% vesting on that date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date.

F5: This option, representing a right to purchase a total of 62,129 shares of Common Stock, will become exercisable on March 11, 2016, with 25% vesting on that date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date.