PDS Biotechnology (PDSB) Form 4 Edge Therapeutics / Brian A Leuthner 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^*

Leuthner Brian A

(Last) (First) (Middle)

300 CONNELL DRIVE,

SUITE 4000

(Street)

BERKELEY HEIGHTS NJ 07922

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2019

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	03/15/2019		M(1)		169,032	A	$0	239,268	D
Common Stock								8,493.85	I	401(K) Plan(2)
Common Stock								162,000	I	By Spouse(3)
Common Stock								223,622	I	By Trust(4)

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
Restricted Stock Units	(5)	03/15/2019		M(1)			169,032	(6)	(7)	Common Stock	169,032	$0	0	D

Explanation of Responses:

1. Vesting of RSUs granted to the Reporting Person on August 14, 2018.

2. Reflects periodic contributions to the issuer's common stock fund in the issuer's 401(K) Plan as of December 28, 2018. This amendment is being filed to include these shares of the issuer's common stock that were omitted in the prior report.

3. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed as an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed as an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. Each restricted stock unit represents a contingent right to receive one share of Edge common stock upon the vesting of such unit.

6. These restricted stock units shall become exercisable upon the achievement of certain performance or time based criteria.

7. Expiration date is not applicable as the vested restricted stock units shall be settled on the first business day following the date that such restricted stock units vest.

	/s/ Andrew Saik, attorney-in-fact	03/18/2019
	** 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 4 (b)(v).
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