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Filing Details

Accession Number:: 0001140361-15-037182
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-10-08 16:11:49
Reporting Period:: 2015-10-06

Filing Date:: 2015-10-08
Accepted Time:: 2015-10-08 16:11:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1472091	Edge Therapeutics Inc.	EDGE	Pharmaceutical Preparations (2834)	264231384

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1365618	D Anders Hove	C/O Venrock 3340 Hillview Avenue Palo Alto CA 94304		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-10-06	1,571,917	$0.00	1,571,917	No	4	C	Indirect	By Funds
Common Stock	Acquisiton	2015-10-06	450,000	$11.00	2,021,917	No	4	P	Indirect	By Funds
Common Stock	Acquisiton	2015-10-06	46,665	$8.60	2,068,582	No	4	J	Indirect	By Funds

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Funds
No	4	P	Indirect	By Funds
No	4	J	Indirect	By Funds

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C-2 Convertible Preferred Stock	Disposition	2015-10-06	2,150,538	$0.00	1,571,917	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Footnotes

The 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.
Consists 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.
Consists 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.
The 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.