Liam Ratcliffe Form 3 Edge Therapeutics / Leaf Venture Partners, L.L.C. New 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^*

Ratcliffe Liam

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

TIMES SQ. TWR., 7 TIMES SQUARE, STE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2016

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)

	Form filed by One Reporting Person
X	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)
Common Stock	1,172,434	I	See Footnote(1)
Common Stock	1,172,434	I	See Footnote(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Ratcliffe Liam

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

TIMES SQ. TWR., 7 TIMES SQUARE, STE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf Ventures III, L.P.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

TIMES SQ. TWR., 7 TIMES SQUARE, STE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf Venture Associates III, L.P.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

TIMES SQ. TWR., 7 TIMES SQUARE, STE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf Venture Management III, L.L.C.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

TIMES SQ. TWR., 7 TIMES SQUARE, STE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf Venture Partners, L.L.C.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

TIMES SQ. TWR., 7 TIMES SQUARE, STE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Explanation of Responses:

1. New Leaf Ventures III, L.P. ("NLV III") is the direct beneficial owner of the securities reported. New Leaf Venture Associates III, L.P. ("NLV Associates III") is the sole general partner of NLV III. New Leaf Venture Management III, L.L.C. ("NLV Management III") is the sole general partner of NLV Associates III. New Leaf Venture Partners, L.L.C. (the "Management Company") is the Management Company of NLV III. Philippe Chambon, Jeani Delagardelle, Ronald Hunt, Vijay Lathi and Liam Ratcliffe are the Managers of NLV Management III. These individuals and Craig L. Slutzkin are officers of the Management Company. The Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NLV III in which such Reporting Person has no pecuniary interest.

2. New Leaf Growth Fund I, L.P. ("NLG I") is the direct beneficial owner of the securities reported. New Leaf Growth Associates I, L.P. ("NLG Growth Associates") is the sole general partner of NLG I. New Leaf Venture Management III, L.L.C. ("NLV Management III") is the sole general partner of NLG Growth Associates. New Leaf Venture Partners, L.L.C. (the "Management Company") is the Management Company of NLG I. Philippe Chambon, Jeani Delagardelle, Ronald Hunt, Vijay Lathi and Liam Ratcliffe are the Managers of NLV Management III. These individuals and Craig L. Slutzkin are officers of the Management Company. The Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NLG I in which such Reporting Person has no pecuniary interest.

Remarks:

	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Liam Ratcliffe	06/23/2016
	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management III, L.L.C., the sole general partner of New Leaf Venture Associates III, L.P., the sole general partner of New Leaf Ventures III, L.P.	06/23/2016
	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management III, L.L.C., the sole general partner of New Leaf Venture Associates III, L.P.	06/23/2016
	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management III, L.L.C.	06/23/2016
	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Partners, L.L.C.	06/23/2016
	** Signature of Reporting Person	Date
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