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: Conti Kurt G (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (220000)		Direct
Series B Convertible Preferred Stock	$		Common Stock (224000)		Direct
Series B Convertible Preferred Stock	$		Common Stock (40000)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (20000)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (20000)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (1080000)		Indirect
Stock Option (right to purchase)	$0.24	2020-05-11	Common Stock (7126)		Direct
Stock Option (right to purchase)	$2.04	2023-10-11	Common Stock (11695)		Direct
Stock Option (right to purchase)	$8.28	2024-03-27	Common Stock (4385)		Direct
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: Held directly by the Austin Conti Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F3: Held directly by the Brooke Conti Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F4: Held directly by the Hunter Conti Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F5: The Reporting Person has sole voting and dispositive power over the shares held by Oakwood Capital, 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.

F6: This option, representing a right to purchase a total of 11,695 shares of Common Stock, became exercisable on October 11, 2013 with 30% vesting on that date and the remaining 70% vesting in 14 equal quarterly installments thereafter, subject to continued service as director through each vesting date.

F7: This option, representing a right to purchase a total of 4,385 shares of Common Stock, became exercisable on June 1, 2013, with 25% vesting on that date and the remaining 75% vesting in 12 equal quarterly installments thereafter, subject to continued service as director through each vesting date.

F8: 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.