Edgar Filing: Edge Therapeutics, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ratcliffe Liam

2. Issuer Name and Ticker or Trading Symbol
Edge Therapeutics, Inc. [EDGE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES, TIMES SQ. TWR., 7 TIMES SQUARE, STE 3502

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2016

(Street)

NEW YORK, NY 10036

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to purchase)

$ 9.34

06/21/2016

30,000

06/21/2017⁽¹⁾

06/21/2026

Common Stock

30,000

$ 0

30,000 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ratcliffe Liam C/O NEW LEAF VENTURES TIMES SQ. TWR., 7 TIMES SQUARE, STE 3502 NEW YORK, NY 10036	X
New Leaf Venture Partners, L.L.C. C/O NEW LEAF VENTURES TIMES SQ. TWR., 7 TIMES SQUARE, STE 3502 NEW YORK, NY 10036	X

Signatures

/s/ Craig L. Slutzkin, as Attorney-in-Fact for Liam Ratcliffe		06/23/2016
^**Signature of Reporting Person		Date
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Partners, L.L.C.		06/23/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	One third of the option shares vest upon each of the first, second, and third anniversaries of the Transaction Date.
(2)	The option to purchase Common Stock is held directly by Liam Ratcliffe ("Ratcliffe"). Ratcliffe has contractually agreed with New Leaf Venture Partners, L.L.C. (the "Management Company") to exercise the option and sell the shares to be received upon exercise of the option only at the direction of the Management Company. Philippe Chambon, Jeani Delagardelle, Ronald M. Hunt, Vijay Lathi, Liam Ratcliffe and Craig Slutzkin, the officers of the Management Company, disclaim beneficial ownership of such option and shares to be received upon exercise of such option except to the extent of their pecuniary interest therein.

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