Crandell Keith Form 4 PHASERX / KEITH CRANDELL 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^*

GILLIS STEVEN

(Last) (First) (Middle)

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

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

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)
05/23/2016

4. 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 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								10,048	D
Common Stock	05/23/2016		S		484,903	D	$0.01	2,049,378	I	By ARCH Venture Fund VII, L.P.(1)(2)
Common Stock	05/23/2016		S		195,156	D	$0.01	1,854,222	I	By ARCH Venture Fund VII, L.P.(1)(2)
Common Stock	05/23/2016		P		1,000,000	A	$5	2,854,222	I	By ARCH Venture Fund VII, L.P.(2)(3)

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
Employee Stock Option(right to buy)	$1.81	05/23/2016		A		9,385		(3)	02/08/2026	Common Stock	9,385	$0	9,385(3)	D

1. Name and Address of Reporting Person^*

GILLIS STEVEN

(Last) (First) (Middle)

8755 W. 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 W. 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 W. 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 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NELSEN ROBERT

(Last) (First) (Middle)

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last) (First) (Middle)

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last) (First) (Middle)

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

Explanation of Responses:

1. Common stock 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.

2. 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.

3. On February 8, 2016, the reporting person was granted an option to purchase shares of common stock. The option vests in 48 equal monthly installments commencing on June 23, 2016, which is one month from the date of the consummation of the Issuer's initial public offering, and subject to the reporting person's continued service to the Issuer.

	/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.	05/25/2016
	/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Venture Partners VII, L.P.	05/25/2016
	/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VII, LLC	05/25/2016
	/s/ Steve Gillis	05/25/2016
	/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell	05/25/2016
	/s/ Mark McDonnell , as Attorney-in-Fact for Clinton Bybee	05/25/2016
	/s/ Mark McDonnell , as Attorney-in-Fact for Robert Nelsen	05/25/2016
	** Signature of Reporting Person	Date
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