Polaris Venture Partners Entrepreneurs' Fund V Form 4 Phreesia / Venture Management Co. V, L.L.C. Polaris 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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X

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^*

Polaris Venture Management Co. V, L.L.C.

(Last) (First) (Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Phreesia, Inc. [ PHR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2019

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	12/17/2019		S(1)		344,599	D	$24.479	3,101,386	I	By Polaris Venture Partners V, L.P.(2)
Common Stock	12/17/2019		S(1)		6,716	D	$24.479	60,446	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.(2)
Common Stock	12/17/2019		S(1)		2,360	D	$24.479	21,245	I	By Polaris Venture Partners Founders' Fund V, L.P.(2)
Common Stock	12/17/2019		S(1)		3,446	D	$24.479	31,015	I	By Polaris Venture Partners Special Founders' Fund V, L.P.(2)

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

1. Name and Address of Reporting Person^*

Polaris Venture Management Co. V, L.L.C.

(Last) (First) (Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Founders' Fund V, L.P.

(Last) (First) (Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners V, L.P.

(Last) (First) (Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Entrepreneurs' Fund V, L.P.

(Last) (First) (Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Special Founders' Fund V, L.P.

(Last) (First) (Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Flint Jonathan A

(Last) (First) (Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MCGUIRE TERRANCE

(Last) (First) (Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

Explanation of Responses:

1. These shares were sold in a firm commitment underwritten public offering pursuant to an underwriting agreement dated as of December 12, 2019 by and among the Issuer, the several underwriters and the selling stockholders identified therein.

2. Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of Polaris Venture Management Co. V, L.L.C. ("PVM"), which is the sole general partner for each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V"), Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"), and Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSF V", and together with PVP V, PVPEF V, and PVPFF V, the "Polaris Funds"). Each of Flint, McGuire, and PVM may be deemed to beneficially own the shares held by the Polaris Funds, but Flint, McGuire and PVM disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.

Remarks:

	Lauren Crockett, as attorney-in-fact for Polaris Venture Management Co. V, L.L.C.	12/18/2019
	Lauren Crockett, as attorney-in-fact for Polaris Venture Partners V, L.P.	12/18/2019
	Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Entrepreneurs' Fund V, L.P.	12/18/2019
	Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Founders' Fund V, L.P.	12/18/2019
	Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Special Founders' Fund V, L.P.	12/18/2019
	Lauren Crockett, as attorney-in-fact for Jonathan A. Flint	12/18/2019
	Lauren Crockett, as attorney-in-fact for Terrance G. McGuire	12/18/2019
	** Signature of Reporting Person	Date
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