PDSB PDS Biotechnology Corporation

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 * WOOD LAUREN	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 Medical Officer
(Last)          (First)          (Middle) C/O PDS BIOTECHNOLOGY CORPORATION, 25B VREELAND ROAD, SUITE 300	3. Date of Earliest Transaction (MM/DD/YYYY) 1/19/2022
(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
Employee Stock Option (Right to Buy)	$6.28	1/19/2022		A		88600		(1)	1/19/2032	Common Stock	88600	$0	88600	D

Explanation of Responses:
(1)	This option, representing a right to purchase a total of 88,600 shares of Common Stock, will become exercisable on January 19, 2023, with 25% vesting on that date and the remaining 75% vesting in equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date, until fully vested on January 19, 2026.

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

Signatures
/s/ Hillary Yegen, attorney-in-fact		1/20/2022
**Signature of Reporting Person		Date