Atwood Brian G Form 3/A PHASERX / WILLIAM J PHD LINK 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)
05/17/2016

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	9,400(1)(2)	I	By Versant Side Fund III, L.P.(3)(4)
Common Stock	1,591,146(1)(5)	I	By Versant Venture Capital III, L.P.(3)(4)

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

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^*

Versant Ventures III, LLC

(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^*

Versant Side Fund III, L.P.

(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^*

Versant Venture Capital III, L.P.

(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^*

COLELLA SAMUEL D

(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^*

JAFFE ROSS A MD

(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^*

LINK WILLIAM J PHD

(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^*

LUBASH BARBARA N

(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^*

MILDER DONALD 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^*

Praeger Robin L.

(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. These shares were reported on the reporting person's original Form 3 as 9,071 shares of common stock. These shares have been (i) decreased to reflect the withholding of shares due to cashless exercise of warrants and (ii) increased to reflect an adjustment in the applicable conversion price of certain convertible promissory notes to correct an error in the previously applied conversion price, each of which occurred prior to the reporting person's obligation to file a Form 3.

3. 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.

4. 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.

5. These shares were reported on the reporting person's original Form 3 as 1,535,476 shares of common stock. These shares have been (i) decreased to reflect the withholding of shares due to cashless exercise of warrants and (ii) increased to reflect an adjustment in the applicable conversion price of certain convertible promissory notes to correct an error in the previously applied conversion price, each of which occurred prior to the reporting person's obligation to file a Form 3.

Remarks:

This Form 3 is the first of two filings by Brian G. Atwood. Rebecca R. Robertson, Charles M. Warden and Bradley J. Bolzon (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 Managing Director of Versant Ventures III, LLC	05/24/2016
	/s/ ROBIN L. PRAEGER, as Managing Director of Versant Ventures III, LLC the General Partner of Versant Side Fund III, L.P.	05/24/2016
	/s/ ROBIN L. PRAEGER, as Managing Director of Versant Ventures III, LLC the General Partner of Versant Venture Capital III, L.P.	05/24/2016
	/s/ ROBIN L. PRAEGER as Attorney-in-Fact for Brian Atwood	05/24/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Samuel D. Colella	05/24/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Ross Jaffe, M.D	05/24/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for William J. Link	05/24/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Barbara N. Lubash	05/24/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Donald B. Milder	05/24/2016
	/s/ Robin L. Praeger	05/24/2016
	** Signature of Reporting Person	Date
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