SEC Form 4 · accession 0001140361-15-037182

PDS Biotechnology Corp · PDSB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Anders D Hove

Director

Period of report

Oct 6, 2015

Accepted (ET)

Oct 8, 2015 · 4:11 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001472091

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Oct 6, 2015	C	1,571,917	—	A	1,571,917	I	By Funds
Common Stock^F3	Oct 6, 2015	P	450,000	$11.00	A	2,021,917	I	By Funds
Common Stock^F4	Oct 6, 2015	J	46,665	$8.60	A	2,068,582	I	By Funds

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series C-2 Convertible Preferred Stock^F2,F1	—	Oct 6, 2015	C	2,150,538	D	—	—	Common Stock	1,571,917	0	I

Explanation of responses

F1The convertible preferred stock converted into the Issuer's common stock at a conversion ratio, as adjusted to give effect to the Issuer's 1-for-1.3681 reverse stock split effected on September 21, 2015, of one share of common stock for every 1.3681 shares of preferred stock immediately prior to the closing of the Issuer's initial public offering of common stock, and had no expiration date.
F2Consists of (i) 1,118,419 shares of common stock held by Venrock Healthcare Capital Partners II, L.P. ("VHCP II") and (ii) 453,498 shares of common stock held by VHCP Co-Investment Holdings II, LLC ("Co-Invest II", and, together with VHCP II, the "VHCP II Funds"). VHCP Management II, LLC ("VHCPM II") is the general partner of VHCP II and the manager of Co-Invest II and may be deemed to beneficially own these shares. The Reporting Person is a managing member of VHCPM II and may be deemed to beneficially own these shares. VHCPM II and the Reporting Person disclaim beneficial ownership with regard to such shares, except to the extent of their proportionate pecuniary interests therein.
F3Consists of (i) 1,342,553 shares of common stock held by VHCP II, (ii) 544,364 shares of common stock held by Co-Invest II, (iii) 114,124 shares of common stock held by Venrock Healthcare Capital Partners, L.P. ("VHCP") and (iv) 20,876 shares of common stock held by VHCP Co-Investment Holdings, LLC ("Co-Invest"). VHCPM II is the general partner of VHCP II and the manager of Co-Invest II and may be deemed to beneficially own these shares. VHCP Management, LLC ("VHCPM") is the general partner of VHCP and the manager of Co-Invest and may be deemed to beneficially own these shares. The Reporting Person is a managing member of VHCPM II and VHCPM and may be deemed to beneficially own these shares. VHCPM II, VHCPM and the Reporting Person disclaim beneficial ownership with regard to such shares, except to the extent of their proportionate pecuniary interests therein.
F4The VHCP II Funds received a total of 46,665 shares of the Issuer's common stock of which (i) 33,202 represented a payment-in-kind dividend on 1,530,108 shares of the Issuer's convertible preferred stock owned by VHCP II at the time of the dividend payment date and (ii) 13,463 represented a payment-in-kind dividend on 620,430 shares of the Issuer's convertible preferred stock owned by Co-Invest at the time of the dividend payment date. VHCP Management II, LLC ("VHCPM II") is the general partner of VHCP II and the manager of Co-Invest and may be deemed to beneficially own these shares. The Reporting Person is a managing member of VHCPM II and may be deemed to beneficially own these shares. VHCPM II and the Reporting Person disclaim beneficial ownership with regard to such shares, except to the extent of their proportionate pecuniary interests therein.