0001127602-19-011935.txt : 20190318 0001127602-19-011935.hdr.sgml : 20190318 20190318175245 ACCESSION NUMBER: 0001127602-19-011935 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190315 FILED AS OF DATE: 20190318 DATE AS OF CHANGE: 20190318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ratcliffe Liam CENTRAL INDEX KEY: 0001547100 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37568 FILM NUMBER: 19689546 MAIL ADDRESS: STREET 1: C/O NEW LEAF VENTURE PARTNERS STREET 2: 7 TIMES SQUARE - SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Edge Therapeutics, Inc. CENTRAL INDEX KEY: 0001472091 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 264231384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 CONNELL DRIVE STREET 2: SUITE 4000 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 800-208-3343 MAIL ADDRESS: STREET 1: 300 CONNELL DRIVE STREET 2: SUITE 4000 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2019-03-15 1 0001472091 Edge Therapeutics, Inc. EDGE 0001547100 Ratcliffe Liam C/O NEW LEAF VENTURES TIMES SQ. TWR., 7 TIMES SQUARE, STE 3502 NEW YORK NY 10036 1 Common Stock 2019-03-15 4 M 0 10000 0 A 10000 D Common Stock 1172434 I See footnote Common Stock 1172434 I See Footnote Restricted Stock Units 2019-03-15 4 M 0 10000 0 D Common Stock 10000 0 D Vesting of RSUs granted to the Reporting Person on August 14, 2018. New Leaf Growth Fund I, L.P. ("NLG I") is the direct beneficial owner of the securities reported. New Leaf Growth Associates I, L.P. ("NLG Growth Associates") is the sole general partner of NLG I. New Leaf Venture Management III, L.L.C. ("NLV Management III") is the sole general partner of NLG Growth Associates. New Leaf Venture Partners, L.L.C. (the "Management Company") is the Management Company of NLG I. Philippe Chambon, Jeani Delagardelle, Ronald Hunt, Vijay Lathi and Liam Ratcliffe are the Managers of NLV Management III. These individuals and Craig L. Slutzkin are officers of the Management Company. The Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NLG I in which such Reporting Person has no pecuniary interest. Cancel New Leaf Ventures III, L.P. ("NLV III") is the direct beneficial owner of the securities reported. New Leaf Venture Associates III, L.P. ("NLV Associates III") is the sole general partner of NLV III. New Leaf Venture Management III, L.L.C. ("NLV Management III") is the sole general partner of NLV Associates III. New Leaf Venture Partners, L.L.C. (the "Management Company") is the Management Company of NLV III. Philippe Chambon, Jeani Delagardelle, Ronald Hunt, Vijay Lathi and Liam Ratcliffe are the Managers of NLV Management III. These individuals and Craig L. Slutzkin are officers of the Management Company. The Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NLV III in which such Reporting Person has no pecuniary interest. Each restricted stock unit represents a contingent right to receive one share of Edge common stock upon the vesting of such unit. These restricted stock units shall become exercisable upon the achievement of certain performance or time based criteria. Expiration date is not applicable as the vested restricted stock units shall be settled on the first business day following the date that such restricted stock units vest. /s/ Andrew Saik, attorney-in-fact 2019-03-18 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): POWER OF ATTORNEY LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Andrew Saik, William Shatynski and W. Bradford Middlekauff, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute on behalf of the undersigned and submit to the U.S. Securities and Exchange Commission (the ?SEC?), with respect to the securities of Edge Therapeutics Inc., a Delaware corporation (the ?Company?) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 13 and Section 16(a) of the Securities Exchange Act of 1934 (the ?Exchange Act?) or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, with respect to the securities of the Company, any required (i) Schedules 13D and 13G in accordance with Section 13 of the Exchange Act and the rules thereunder, (ii) Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder, and (iii) Form 144 under Rule 144 of the Securities Act of 1933; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G, Form 3, 4, 5, or 144 and complete and execute any amendment or amendments thereto, and timely file any such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney -in-fact shall lawfully do or cause or have caused to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at [his/her] request, are not assuming any of the undersigned?s responsibilities to comply with Section 13 and 16 of the Securities Exchange Act of 1934 and Rule 144 of the Securities Act of 1933. This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (?Prior Powers of Attorney?), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G, and Forms 3, 4, 5 and 144 with respect to the securities of the Company held by the undersigned, unless earlier revoked by the undersigned in a signed writing delivered to such attorney-in-fact. [signature page follows] IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 21st day of February, 2019. By: /s/ Liam Ratcliffe Name: Liam Ratcliffe