| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PHASERX, INC. [ PZRX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/23/2016 | S | 125,829 | D | $0.01 | 1,117,413 | I | By 5AM Ventures II, LP(1)(2) | ||
| Common Stock | 05/23/2016 | S | 312,647 | D | $0.01 | 804,766 | I | By 5AM Ventures II, LP(1)(2) | ||
| Common Stock | 05/23/2016 | P | 96,204 | A | $5 | 900,970 | I | By 5AM Ventures II, LP(1)(2) | ||
| Common Stock | 05/23/2016 | S | 4,965 | D | $0.01 | 44,092 | I | By 5AM Co-Investors II, LP(1)(2) | ||
| Common Stock | 05/23/2016 | S | 12,336 | D | $0.01 | 31,756 | I | By 5AM Co-Investors II, LP(1)(2) | ||
| Common Stock | 05/23/2016 | P | 3,796 | A | $5 | 35,552 | I | By 5AM Co-Investors II, LP(1)(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. 5AM Partners II LLC is the general partner of each of 5AM Ventures II, LP and 5AM Co-Investors II, LP ("5AM Ventures"). Andrew J. Schwab, John Diekman and Scott M. Rocklage are the managing members of 5AM Partners II LLC and are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own shares held by 5AM Ventures. Dr. Ulevitch is a member of and owns an interest in 5AM Partners II LLC. |
| 2. Accordingly, Mr. Schwab, Dr. Diekman, Mr. Rocklage and Dr. Ulevitch may be deemed to beneficially own the securities held by 5AM Ventures. Mr. Schwab, Dr. Diekman, Mr. Rocklage and Dr. Ulevitch each disclaims beneficial ownership of these securities and this disclosure shall not be deemed an admission that Mr. Schwab, Dr. Diekman, Mr. Rocklage and Dr. Ulevitch is the beneficial owner of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or any other purpose. |
| /s/ Richard J. Ulevitch | 05/23/2016 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
