Bloomquist DeLyle W Form 4 PDS Biotechnology / DeLyle W Bloomquist ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bloomquist DeLyle W

(Last) (First) (Middle)

C/O PDS BIOTECHNOLOGY CORPORATION

25B VREELAND ROAD

(Street)

FLORHAM PARK NJ 07932

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PDS Biotechnology Corp [ PDSB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/16/2021		M		2,970	A(1)	$5.99	183,888	D
Common Stock	06/16/2021		P		10,000	A(1)	$9.8778(2)	193,888	D
Common Stock								605,023	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$5.99	06/16/2021		M			2,970	(4)	06/28/2029	Common Stock	2,970	$0	6,030	D

Explanation of Responses:

1. The shares reported on this Form 4 are subject to a lock-up agreement between Mr. Bloomquist and Cantor Fitzgerald & Co. in connection with a public offering of common shares by the Issuer which closed on June 17, 2021.

2. Represents shares of Common Stock of the Issuer that Mr. Bloomquist purchased in the open market. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $9.85 to $9.90, inclusive.

3. Mr. Bloomquist owns 80% of and is the manager of Asklepios Capital LLC and has voting and dispositive power with respect to these shares.

4. One third of the shares underlying the option shall vest upon each of the first, second, and third anniversaries of the date of grant, such that the option will be fully vested on June 28, 2022, subject in all respects to the option agreement governing the stock option grant.

Remarks:

Resigned as a Director on June 17, 2021.

	/s/ Hillary Yegen, attorney-in-fact	06/21/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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