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 * HILL MATTHEW C 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)
Chief Financial Officer
(Last)         (First)         (Middle)
C/O PDS BIOTECHNOLOGY CORPORATION, 25B VREELAND ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)
10/19/2021
(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

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)  $12.03  10/19/2021    A     202800       (1) 10/19/2031  Common Stock  202800  $0  202800  D   

Explanation of Responses:
(1)  The option was granted by the Issuer as an inducement material to the Reporting Person entering into employment with the Issuer in accordance with Nasdaq Rule 5635(c)(4) and the Issuer's 2019 Inducement Plan, as amended. The option will vest over four years, as follows: 25% of the shares underlying the option will vest and become exercisable on October 19, 2022, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HILL MATTHEW C
C/O PDS BIOTECHNOLOGY CORPORATION
25B VREELAND ROAD, SUITE 300
FLORHAM PARK, NJ 07932


Chief Financial Officer

Signatures
/s/ Matthew C. Hill 10/20/2021
**Signature of Reporting Person Date
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