Cahill Edward L Form 4 Phreesia / EDWARD L CAHILL ownership change

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

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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^*

CAHILL EDWARD L

(Last) (First) (Middle)

116 HUNTINGTON AVENUE, 9TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Phreesia, Inc. [ PHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2019

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
Common Stock	07/22/2019		C		4,323,864	A	(1)	4,323,864	I	See Footnote(2)
Common Stock	07/22/2019		C		414,880	A	(3)	4,738,744	I	See Footnote(2)
Common Stock	07/22/2019		S(4)		540,229	D	$18	4,198,515	I	See Footnote(2)

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
Junior Convertible Preferred Stock	(1)	07/22/2019		C			9,500,911	(1)	(1)	Common Stock	4,323,864	(1)	0	I	See Footnote(2)
Senior A Preferred Stock	(3)	07/22/2019		C			911,624	(3)	(3)	Common Stock	414,880	(3)	0	I	See Footnote(2)

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, all shares of Junior Convertible Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-2.1973 basis. The Junior Convertible Preferred Stock had no expiration date.

2. Shares held directly by HLM Venture Partners II, L.P. HLM Venture Associates II, L.L.C. is the general partner of HLM Venture Partners II, L.P. As a managing member of Associates, the Reporting Person shares voting and investment power over the securities held by Partners and may be deemed to have indirect beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of such securities held by Partners, except to the extent of his proportionate pecuniary interest therein.

3. Upon the closing of the Issuer's initial public offering, all shares of Senior A Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-2.1973 basis. The Senior A Preferred Stock had no expiration date.

4. These shares were sold in a firm commitment underwritten public offering pursuant to an underwriting agreement dated as of July 17, 2019 by and among the Issuer, the several underwriters and the selling stockholders identified therein.

Remarks:

	/s/ Charles Kallenbach by Power of Attorney for Edward Cahill	07/24/2019
	** 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).
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