Sec Form 4 Filing - Bloomquist DeLyle W @ PDS Biotechnology Corp - 2021-06-16

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 Bloomquist DeLyle W 2. Issuer Name and Ticker or Trading Symbol PDS Biotechnology Corp [ PDSB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O PDS BIOTECHNOLOGY CORPORATION, 25B VREELAND ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2021 (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 Common Stock 06/16/2021 M 2,970 A ( 1 ) $ 5.99 183,888 D Common Stock 06/16/2021 P 10,000 A ( 1 ) $ 9.8778 ( 2 ) 193,888 D Common Stock 605,023 I See Footnote ( 3 )

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) $ 5.99 06/16/2021 M 2,970 ( 4 ) 06/28/2029 Common Stock 2,970 $ 0 6,030 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bloomquist DeLyle W C/O PDS BIOTECHNOLOGY CORPORATION 25B VREELAND ROAD FLORHAM PARK, NJ07932 See Remarks Signatures /s/ Hillary Yegen, attorney-in-fact 06/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares reported on this Form 4 are subject to a lock-up agreement between Mr. Bloomquist and Cantor Fitzgerald & Co. in connection with a public offering of common shares by the Issuer which closed on June 17, 2021. ( 2 )Represents shares of Common Stock of the Issuer that Mr. Bloomquist purchased in the open market. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $9.85 to $9.90, inclusive. ( 3 )Mr. Bloomquist owns 80% of and is the manager of Asklepios Capital LLC and has voting and dispositive power with respect to these shares. ( 4 )One third of the shares underlying the option shall vest upon each of the first, second, and third anniversaries of the date of grant, such that the option will be fully vested on June 28, 2022, subject in all respects to the option agreement governing the stock option grant.

Remarks: Resigned as a Director on June 17, 2021.

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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