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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
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)    _____ Other (specify below)
See Remarks
(Last)         (First)         (Middle)
C/O PDS BIOTECHNOLOGY CORPORATION, 25B VREELAND ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)
6/16/2021
(Street)
FLORHAM PARK, NJ 07932
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  6/16/2021    M    2970  A(1) $5.99  183888  D   
Common Stock  6/16/2021    P    10000  A(1) $9.8778 (2) 193888  D   
Common Stock                 605023  I  See Footnote (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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  6/16/2021    M        2970    (4) 6/28/2029  Common Stock  2970  $0  6030  D   

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.

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, NJ 07932



See Remarks

Signatures
/s/ Hillary Yegen, attorney-in-fact 6/21/2021
**Signature of Reporting Person Date
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