PDS Biotechnology Corporation Insider Trading Activity

Insider Trade Summary

Grant/Award: 206,000 shares

Grant/Award 2 txns

Insider Brown Spencer D.

Role Senior VP, General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (Right to Buy)	150,000	$0.00	$0.00
Grant/Award	Employee Stock Option (Right to Buy)	56,000	$0.00	$0.00

Holdings After Transaction: Employee Stock Option (Right to Buy) — 206,000 contracts (Direct)

Footnotes (2)

1. F1. The option will vest over four years, as follows: 25% of the shares underlying the option will vest and become exercisable on February 28,2025, with the remaining 75% vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.
2. F2. The option will vest over four years, as follows: 25% of the shares underlying the option will vest and become exercisable on June 12, 2026, with the remaining 75% vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.

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Accepted by SEC EDGAR 07/25/2025 - 06:12 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brown Spencer D.

(Last) (First) (Middle)

C/O PDS BIOTECHNOLOGY CORPORATION

303A COLLEGE ROAD EAST

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	Senior VP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2024

4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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
Employee Stock Option (Right to Buy)	$5.87	02/28/2024		A		56,000		(1)	02/28/2034	Common Stock	56,000	$0	56,000	D
Employee Stock Option (Right to Buy)	$1.79	06/12/2025		A		150,000		(2)	06/12/2035	Common Stock	150,000	$0	150,000	D

Explanation of Responses:

1. The option will vest over four years, as follows: 25% of the shares underlying the option will vest and become exercisable on February 28,2025, with the remaining 75% vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.

2. The option will vest over four years, as follows: 25% of the shares underlying the option will vest and become exercisable on June 12, 2026, with the remaining 75% vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.

	/s/ Spencer Brown	07/25/2025
	** Signature of Reporting Person	Date
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.