Crandell Keith Form 3 PHASERX / KEITH CRANDELL ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GILLIS STEVEN

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2016

3. Issuer Name and Ticker or Trading Symbol
PHASERX, INC. [ PZRX ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,048(1)	D
Common Stock	2,480,670(1)	I	By ARCH Venture Fund VII, L.P.(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(4)	03/26/2018	Common Stock	3,754(1)	1.07	D
Employee Stock Option (right to buy)	(5)	09/18/2019	Common Stock	4,693(1)	2.34	D
Employee Stock Option (right to buy)	(6)	09/18/2019	Common Stock	10,323(1)	2.34	D
Employee Stock Option (right to buy)	(7)	06/13/2024	Common Stock	9,385(1)	0.11	D
Warrants to Purchase Common Stock	02/01/2012	(8)	Common Stock	50,240(1)	7.96	I	By ARCH Venture Fund VII, L.P.(2)(3)

1. Name and Address of Reporting Person^*

GILLIS STEVEN

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Arch Venture Fund VII LP

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VII, L.P.

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VII, LLC

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NELSEN ROBERT

(Last) (First) (Middle)

C/O ARCH VENTURE FUND VII

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last) (First) (Middle)

C/O ARCH VENTURE FUND VII

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last) (First) (Middle)

C/O ARCH VENTURE FUND VII

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

Explanation of Responses:

1. Reelects a 1-for-10.656096 reverse stock split effected on May 17, 2016.

2. Securities held of record by ARCH Venture Fund VII, L.P. ("ARCH VII"). The sole general partner of ARCH VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

3. The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen and they may be deemed to have shared voting and investment power over the shares held by ARCH VII. Dr. Steve Gillis owns an interest in ARCH Partners VII, but does not have dispositive or voting power. Messrs. Crandell, Bybee and Nelsen and Dr. Gillis disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

4. The option vested and became exercisable in 1/24th equal installments on each monthly anniversary of the date of grant. The grant date of the option was March 26, 2008.

5. The option vested and became exercisable in 1/48th equal installments on each monthly anniversary of August 17, 2009. The grant date of the option was September 18, 2009.

6. Twenty-five percent (25%) of the option vested and became exercisable immediately upon the grant date, August 17, 2009, with the remainder vesting and becoming exercisable in 1/48th equal installments on monthly thereafter.

7. The option vests in 1/48th equal installments on each monthly anniversary of the date of grant, subject to continued service to the Issuer. The grant date of the option was June 13, 2014 and the first installment became exercisable on July 13, 2014.

8. The warrants expire at the earlier to occur of (a) February 1, 2019 or (b) the closing of the initial public offering of the Issuer's common stock.

	/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Venture Fund VII, L.P.	05/17/2016
	/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Venture Partners VII, L.P.	05/17/2016
	/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VII, LLC	05/17/2016
	/s/ Steve Gillis	05/17/2016
	/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell	05/17/2016
	/s/ Mark McDonnell , as Attorney-in-Fact for Clinton Bybee	05/17/2016
	/s/ Mark McDonnell , as Attorney-in-Fact for Robert Nelsen	05/17/2016
	** Signature of Reporting Person	Date
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