Atwood Brian G Form 3 PHASERX / REBECCA B ROBERTSON 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^*

ATWOOD BRIAN G

(Last) (First) (Middle)

C/O VERSANT VENTURES

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO CA 94104

(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	9,071(1)	I	By Versant Side Fund III, L.P.(2)(3)
Common Stock	1,535,476(1)	I	By Versant Venture Capital III, 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
Warrants to Purchase Common Stock	02/01/2012	(4)	Common Stock	295(1)	7.96	I	By Versant Side Fund III, L.P.(2)(3)
Warrants to Purchase Common Stock	02/01/2012	(4)	Common Stock	49,945(1)	7.96	I	By Versant Venture Capital III, L.P.(2)(3)

1. Name and Address of Reporting Person^*

ATWOOD BRIAN G

(Last) (First) (Middle)

C/O VERSANT VENTURES

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROBERTSON REBECCA B

(Last) (First) (Middle)

C/O VERSANT VENTURES

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Warden Charles M

(Last) (First) (Middle)

C/O VERSANT VENTURES

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bolzon Bradley J PhD

(Last) (First) (Middle)

C/O VERSANT VENTURES

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO CA 94104

(City) (State) (Zip)

Explanation of Responses:

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

2. Common stock held of record, respectively, by each of Versant Side Fund III, L.P. and Versant Venture Capital III, L.P., (the "Versant Venture Funds"). Versant Ventures III, LLC is the general partner of the Versant Venture Funds and has voting and dispositive control over securities held by the Versant Venture Funds. Brian G. Atwood, Samuel D. Colella, Ross Jaffe, M.D., William J. Link, Barbara N. Lubash, Donald B. Milder, Bradley J. Bolzon, Charles M. Warden, Robin L. Praeger and Rebecca R. Robertson are the managing directors of Versant Ventures III, LLC and are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own shares held by the Versant Venture Funds. Brian G. Atwood is a managing member of and owns an interest in Versant Ventures III, LLC.

3. Accordingly, Brian G. Atwood may be deemed to beneficially own the securities held by the Versant Venture Funds. Each of Brian G. Atwood, Samuel D. Colella, Ross Jaffe, M.D., William J. Link, Barbara N. Lubash, Donald B. Milder, Bradley J. Bolzon, Charles M. Warden, Robin L. Praeger and Rebecca R. Robertson disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein.

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

Remarks:

This Form 3 is the second of two filings by Brian G. Atwood. Versant Side Fund III, L.P., Versant Venture Capital III, L.P., Versant Ventures III, LLC, Samuel D. Colella, Ross Jaffe, M.D., William J. Link, Barbara N. Lubash, Donald B. Milder, and Robin L. Praeger (the "Other Filers") are also reporting persons. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the Other Filers have filed a separate Form 3 that relates to the same securities reported herein. Thus, in total, there are 13 joint filers: the Other Filers and each person that is a signatory to this Form 3.

	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Brian Atwood	05/17/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Bradley J. Bolzon	05/17/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Charles M. Warden	05/17/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Rebecca R. Robertson	05/17/2016
	** Signature of Reporting Person	Date
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