Sec Form 4 Filing - BEDU-ADDO FRANK @ PDS Biotechnology Corp - 2020-12-08

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

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1. Name and Address of Reporting Person BEDU-ADDO FRANK 2. Issuer Name and Ticker or Trading Symbol PDS Biotechnology Corp [ PDSB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President/CEO (Last) (First) (Middle) C/O PDS BIOTECHNOLOGY CORPORATION, 25B VREELAND ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2020 (Street) FLORHAM PARK, NJ07932 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

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 Stock Option (Right to Buy) $ 2.43 12/08/2020 A 707,800 ( 1 ) 12/08/2030 Common Stock 707,800 $ 0 707,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BEDU-ADDO FRANK C/O PDS BIOTECHNOLOGY CORPORATION 25B VREELAND ROAD FLORHAM PARK, NJ07932 X President/CEO Signatures /s/ Hillary Yegen, attorney-in-fact 12/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option was granted on December 8, 2020, subject to stockholder approval of the Issuer's Second Amended and Restated 2014 Equity Incentive Plan under Nasdaq Marketplace Rule 5635(c). The option is not exercisable until stockholder approval has been obtained. Contingent upon stockholder approval, one-quarter of the shares subject to the option shall vest on December 8, 2021, and the remainder shall vest in equal monthly installments thereafter until fully vested on December 8, 2024. In the event stockholder approval is not obtained pursuant to the terms of grant, then the Reporting Person shall surrender the option to the Company for cancellation.

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).

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