Sec Form 4 Filing - Hove Anders D @ Edge Therapeutics, Inc. - 2015-10-06

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Hove Anders D 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 VENROCK, 3340 HILLVIEW AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/06/2015 (Street) PALO ALTO, CA94304 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 10/06/2015 C 1,571,917 A 1,571,917 I By Funds ( 2 ) Common Stock 10/06/2015 P 450,000 A $ 11 2,021,917 I By Funds ( 3 ) Common Stock 10/06/2015 J( 3 ) 46,665 A $ 8.6 2,068,582 I By Funds ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series C-2 Convertible Preferred Stock ( 1 ) 10/06/2015 C 2,150,538 ( 1 ) ( 1 ) Common Stock 1,571,917 $ 0 0 I By Funds ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hove Anders D C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA94304 X Signatures /s/ Anders Hove 10/08/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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.

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 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).

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.