SEC Form 4 · accession 0001140361-15-037190
PDS Biotechnology Corp · PDSB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kurt G Conti
Director
Period of report
Oct 6, 2015
Accepted (ET)
Oct 8, 2015 · 4:18 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 StockF1 | Oct 6, 2015 | C | 160,810 | — | A | 160,810 | D | |
| Common StockF1 | Oct 6, 2015 | C | 163,731 | — | A | 324,541 | D | |
| Common StockF1,F2 | Oct 6, 2015 | C | 29,238 | — | A | 29,238 | I | By Trust |
| Common StockF1,F3 | Oct 6, 2015 | C | 14,619 | — | A | 14,619 | I | By Trust |
| Common StockF1,F4 | Oct 6, 2015 | C | 14,619 | — | A | 14,619 | I | By Trust |
| Common StockF1,F5 | Oct 6, 2015 | C | 789,420 | — | A | 789,420 | I | By Oakwood Capital, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1 | — | Oct 6, 2015 | C | 220,000 | D | — | — | Common Stock | 160,810 | 0 | D |
| Series B Convertible Preferred StockF1 | — | Oct 6, 2015 | C | 224,000 | D | — | — | Common Stock | 163,731 | 0 | D |
| Series B Convertible Preferred StockF2,F1 | — | Oct 6, 2015 | C | 40,000 | D | — | — | Common Stock | 29,238 | 0 | I |
| Series B Convertible Preferred StockF3,F1 | — | Oct 6, 2015 | C | 20,000 | D | — | — | Common Stock | 14,619 | 0 | I |
| Series B Convertible Preferred StockF4,F1 | — | Oct 6, 2015 | C | 20,000 | D | — | — | Common Stock | 14,619 | 0 | I |
| Series B Convertible Preferred StockF4,F5,F1 | — | Oct 6, 2015 | C | 1,080,000 | D | — | — | Common Stock | 789,420 | 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.
- F2Held directly by the Austin Conti Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- F3Held directly by the Brooke Conti Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- F4Held directly by the Hunter Conti Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- F5The Reporting Person has sole voting and dispositive power over the shares held by Oakwood Capital, LLC and may be deemed to beneficially own these shares. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.