PhaseBio Pharmaceuticals Form 4 / LINDA TUFTS 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^*

TUFTS LINDA

(Last)

(First)

(Middle)

C/O PHASEBIO PHARMACEUTICALS, INC.

1 GREAT VALLEY PARKWAY, SUITE 30

(Street)

MALVERN

19355

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PhaseBio Pharmaceuticals Inc [ PHAS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/22/2018		C		577,486	A	⁽¹⁾	577,486	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Common Stock	10/22/2018		P		12,682	A	$5	590,168	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Common Stock	10/22/2018		C		58,152	A	⁽¹⁾	58,152	I	By FSV II, LP⁽²⁾
Common Stock	10/22/2018		P		1,277	A	$5	59,429	I	By FSV II, LP⁽²⁾
Common Stock	10/22/2018		C		275,055	A	⁽¹⁾	275,055	I	By FSV II-B, LP⁽²⁾
Common Stock	10/22/2018		P		6,041	A	$5	281,096	I	By FSV II-B, LP⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to Purchase Series B Preferred Stock	$0.12	10/22/2018		M⁽³⁾			7,053	⁽⁴⁾	⁽⁴⁾	Series B Preferred Stock⁽¹⁾	7,053	$0.00	0	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		M⁽³⁾		7,053		⁽¹⁾	⁽¹⁾	Common Stock	7,053	$0.12	347,420	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		S⁽³⁾			170	⁽¹⁾	⁽¹⁾	Common Stock	170	$5	347,250	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Warrants to Purchase Series B Preferred Stock	$0.12	10/22/2018		M⁽³⁾			710	⁽⁴⁾	⁽⁴⁾	Series B Preferred Stock⁽¹⁾	710	$0.00	0	I	By FSV II, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		M⁽³⁾		710		⁽¹⁾	⁽¹⁾	Common Stock	710	$0.12	34,986	I	By FSV II, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		S⁽³⁾			18	⁽¹⁾	⁽¹⁾	Common Stock	18	$5	34,968	I	By FSV II, LP⁽²⁾
Warrants to Purchase Series B Preferred Stock	$0.12	10/22/2018		M⁽³⁾			3,359	⁽⁴⁾	⁽⁴⁾	Series B Preferred Stock⁽¹⁾	3,359	$0.00	0	I	By FSV II-B, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		M⁽³⁾		3,359		⁽¹⁾	⁽¹⁾	Common Stock	3,359	$0.12	165,476	I	By FSV II-B, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		S⁽³⁾			81	⁽¹⁾	⁽¹⁾	Common Stock	81	$5	165,395	I	By FSV II-B, LP⁽²⁾
Warrants to Purchase Series C-1 Preferred Stock	$0.12	10/22/2018		M⁽³⁾			9,847	⁽⁴⁾	⁽⁴⁾	Series C-1 Preferred Stock⁽¹⁾	9,847	$0.00	0	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		M⁽³⁾		9,847		⁽¹⁾	⁽¹⁾	Common Stock	9,847	$0.12	47,377	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		S⁽³⁾			237	⁽¹⁾	⁽¹⁾	Common Stock	237	$5	47,140	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Warrants to Purchase Series C-1 Preferred Stock	$0.12	10/22/2018		M⁽³⁾			991	⁽⁴⁾	⁽⁴⁾	Series C-1 Preferred Stock⁽¹⁾	991	$0.00	0	I	By FSV II, LP⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		M⁽³⁾		991		⁽¹⁾	⁽¹⁾	Common Stock	991	$0.12	4,770	I	By FSV II, LP⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		S⁽³⁾			24	⁽¹⁾	⁽¹⁾	Common Stock	24	$5	4,746	I	By FSV II, LP⁽²⁾
Warrants to Purchase Series C-1 Preferred Stock	$0.12	10/22/2018		M⁽³⁾			4,690	⁽⁴⁾	⁽⁴⁾	Series C-1 Preferred Stock⁽¹⁾	4,690	$0.00	0	I	By FSV II-B, LP⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		M⁽³⁾		4,690		⁽¹⁾	⁽¹⁾	Common Stock	4,690	$0.12	22,565	I	By FSV II-B, LP⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		S⁽³⁾			113	⁽¹⁾	⁽¹⁾	Common Stock	113	$5	22,452	I	By FSV II-B, LP⁽²⁾
Series AA Preferred Stock	⁽¹⁾	10/22/2018		C			119,408	⁽¹⁾	⁽¹⁾	Common Stock	119,408	$0.00	0	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Series AA Preferred Stock	⁽¹⁾	10/22/2018		C			12,025	⁽¹⁾	⁽¹⁾	Common Stock	12,025	$0.00	0	I	By FSV II, LP⁽²⁾
Series AA Preferred Stock	⁽¹⁾	10/22/2018		C			56,874	⁽¹⁾	⁽¹⁾	Common Stock	56,874	$0.00	0	I	By FSV II-B, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		C			347,250	⁽¹⁾	⁽¹⁾	Common Stock	347,250	$0.00	0	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		C			34,968	⁽¹⁾	⁽¹⁾	Common Stock	34,968	$0.00	0	I	By FSV II, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		C			165,395	⁽¹⁾	⁽¹⁾	Common Stock	165,395	$0.00	0	I	By FSV II-B, LP⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		C			47,140	⁽¹⁾	⁽¹⁾	Common Stock	47,140	$0.00	0	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		C			4,746	⁽¹⁾	⁽¹⁾	Common Stock	4,746	$0.00	0	I	By FSV II, LP⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		C			22,452	⁽¹⁾	⁽¹⁾	Common Stock	22,452	$0.00	0	I	By FSV II-B, LP⁽²⁾
Series D Preferred Stock	⁽¹⁾	10/22/2018		C			63,688	⁽¹⁾	⁽¹⁾	Common Stock	63,688	$0.00	0	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Series D Preferred Stock	⁽¹⁾	10/22/2018		C			6,413	⁽¹⁾	⁽¹⁾	Common Stock	6,413	$0.00	0	I	By FSV II, LP⁽²⁾
Series D Preferred Stock	⁽¹⁾	10/22/2018		C			30,334	⁽¹⁾	⁽¹⁾	Common Stock	30,334	$0.00	0	I	By FSV II-B, LP⁽²⁾

Explanation of Responses:

1. Each share of Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date.

2. FSA II, LLC is the general partner of the general partner of Fletcher Spaght Ventures II, LP and FSV II-B, LP and the manager of the general partner of FSV II, LP. The reporting person is a managing member of FSA II, LLC and disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.

3. Represents the net exercise of the warrants immediately prior to, and contingent upon, the closing of the Issuer's initial public offering.

4. The warrants were exercisable until, and were scheduled to expire upon, the closing of the Issuer's initial public offering.

Remarks:

	/s/ Darren K. DeStefano, Attorney-in-Fact	10/24/2018
	** 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).
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PhaseBio Pharmaceuticals (PHASQ) Form 4PhaseBio Pharmaceuticals / LINDA TUFTS ownership change