Barer Sol J Form 3 Edge Therapeutics / SOL J BARER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BARER SOL J

(Last)

(First)

(Middle)

200 CONNELL DRIVE, SUITE 1600

(Street)

BERKELEY HEIGHTS

07922

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2015

3. Issuer Name and Ticker or Trading Symbol
Edge Therapeutics, Inc. [ EDGE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	480,000⁽¹⁾	⁽¹⁾	I⁽²⁾	By Spouse⁽²⁾
Series B-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	114,285⁽¹⁾	⁽¹⁾	I⁽²⁾	By Spouse⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	65,809⁽¹⁾	⁽¹⁾	I⁽²⁾	By Spouse⁽²⁾
Series C-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	144,086⁽¹⁾	⁽¹⁾	I⁽²⁾	By Spouse⁽²⁾
Warrants (right to purchase)	10/23/2012	10/23/2017	Common Stock	12,529	2.39	I⁽²⁾	By Spouse⁽²⁾
Stock Option (right to purchase)	07/31/2011	05/01/2021	Common Stock	43,856	0.68	D
Stock Option (right to purchase)	08/15/2011	08/15/2021	Common Stock	21,928	1.23	D
Stock Option (right to purchase)	08/15/2011	08/15/2021	Common Stock	109,641	1.23	D
Stock Option (right to purchase)	⁽³⁾	10/11/2023	Common Stock	11,695	2.04	D
Stock Option (right to purchase)	⁽⁴⁾	03/27/2024	Common Stock	4,385	8.28	D
Stock Option (right to purchase)	⁽⁵⁾	12/20/2022	Common Stock	365,470	2.39	D
Stock Option (right to purchase)	⁽⁶⁾	09/30/2025	Common Stock	43,856	11	D

Explanation of Responses:

1. 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.

2. These shares are held by Meryl Barer, the wife of the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

3. 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.

4. 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.

5. This option, representing a right to purchase a total of 365,470 shares of Common Stock, became exercisable on December 20, 2012 with 50% vesting on that date and the remaining 50% vesting in 16 equal quarterly installments thereafter beginning on July 31, 2013, subject to continued service as director through each vesting date.

6. This option, representing a right to purchase a total of 43,856 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.

	/s/ Albert Marchio, attorney-in-fact	09/30/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Barer Sol J Form 3Edge Therapeutics / SOL J BARER ownership change