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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 548,205 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 25,000(1) | (1) | D | |
Series C-1 Convertible Preferred Stock | (1) | (1) | Common Stock | 5,373(1) | (1) | D | |
Stock Option (right to purchase) | (2) | 10/11/2023 | Common Stock | 100,504 | 2.04 | D | |
Stock Option (right to purchase) | (3) | 03/27/2024 | Common Stock | 63,957 | 8.28 | D | |
Stock Option (right to purchase) | (4) | 03/11/2025 | Common Stock | 116,950 | 6.36 | D | |
Stock Option (right to purchase) | (5) | 09/30/2025 | Common Stock | 219,282 | 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. This option, representing a right to purchase a total of 100,504 shares of Common Stock, became exercisable on June 1, 2014, with 25% vesting on that date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date. |
3. This option, representing a right to purchase a total of 63,957 shares of Common Stock, became exercisable on June 1, 2014, with 25% vesting on that date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date. |
4. This option, representing a right to purchase a total of 116,950 shares of Common Stock, will become exercisable on March 11, 2016, with 25% vesting on that date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date. |
5. This option, representing a right to purchase a total of 219,282 shares of Common Stock, will become exercisable on September 30, 2016, with 25% vesting on that date and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |