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 *
Einhorn Andrew J.
  2. Issuer Name and Ticker or Trading Symbol
Edge Therapeutics, Inc. [EDGE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
200 CONNELL DRIVE, SUITE 1600
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2015
(Street)

BERKELEY HEIGHTS, NJ 07922
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (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
Common Stock 10/06/2015   C   10,443 A (1) 10,443 D  
Common Stock 10/06/2015   C   4,747 A (1) 15,190 D  
Common Stock 10/06/2015   C   24,089 A (1) 39,279 D  
Common Stock 10/06/2015   J(3)   2,377 A $ 6.79 41,656 D  
Common Stock 10/06/2015   C   15,720 A (1) 15,720 I (2) By Harpua, LLC (2)
Common Stock 10/06/2015   C   21,221 A (1) 36,941 I (2) By Harpua, LLC (2)
Common Stock 10/06/2015   P   45,000 A $ 11 81,941 I (2) By Harpua, LLC (2)
Common Stock 10/06/2015   J(4)   1,651 A $ 7.75 83,592 I (2) By Harpua, LLC (2)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B-1 Convertible Preferred Stock (1) 10/06/2015   C     14,286   (1)   (1) Common Stock 10,443 $ 0 0 D  
Series C Convertible Preferred Stock (1) 10/06/2015   C     6,494   (1)   (1) Common Stock 4,747 $ 0 0 D  
Series C-1 Convertible Preferred Stock (1) 10/06/2015   C     32,956   (1)   (1) Common Stock 24,089 $ 0 0 D  
Series C-1 Convertible Preferred Stock (1) 10/06/2015   C     21,506   (1)   (1) Common Stock 15,720 $ 0 0 I (2) By Harpua, LLC (2)
Series C-2 Convertible Preferred Stock (1) 10/06/2015   C     29,032   (1)   (1) Common Stock 21,221 $ 0 0 I (2) By Harpua, LLC (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Einhorn Andrew J.
200 CONNELL DRIVE, SUITE 1600
BERKELEY HEIGHTS, NJ 07922
      Chief Financial Officer  

Signatures

 /s/ Albert N. Marchio II, attorney in fact   10/08/2015
**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) 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) The Reporting Person is the sole managing member of Harpua, LLC and may be deemed to beneficially own these shares. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(3) The Reporting Person received a total of 2,377 shares of the Issuer's common stock which represented a payment-in-kind dividend on 39,450 shares of the Issuer's convertible preferred stock owned at the time of the dividend payment date.
(4) Harpua, LLC received a total of 1,651 shares of the Issuer's common stock which represented a payment-in-kind dividend on 50,538 shares of the Issuer's convertible preferred stock owned at the time of the dividend payment date. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

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