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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Phreesia, Inc. [ PHR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/22/2019 | ||||||||||||||||||||||||||
| 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 | 07/22/2019 | C | 3,828,872 | A | (1) | 3,828,872 | I | By Polaris Venture Partners V, L.P.(2) | ||
| Common Stock | 07/22/2019 | C | 74,624 | A | (1) | 74,624 | I | By Polaris Venture Partners Entrepreneurs' Fund V, L.P.(2) | ||
| Common Stock | 07/22/2019 | C | 26,227 | A | (1) | 26,227 | I | By Polaris Venture Partners Founders' Fund V, L.P.(2) | ||
| Common Stock | 07/22/2019 | C | 38,289 | A | (1) | 38,289 | I | By Polaris Venture Partners Special Founders' Fund V, L.P.(2) | ||
| Common Stock | 07/22/2019 | S(3) | 382,887 | D | $18 | 3,445,985 | I | By Polaris Venture Partners V, L.P.(2) | ||
| Common Stock | 07/22/2019 | S(3) | 7,462 | D | $18 | 67,162 | I | By Polaris Venture Partners Entrepreneurs' Fund V, L.P.(2) | ||
| Common Stock | 07/22/2019 | S(3) | 2,622 | D | $18 | 23,605 | I | By Polaris Venture Partners Founders' Fund V, L.P.(2) | ||
| Common Stock | 07/22/2019 | S(3) | 3,828 | D | $18 | 34,461 | 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) | |||||||||||||||
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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 | ||||||||
| Junior Convertible Preferred Stock | (1) | 07/22/2019 | C | 8,413,256 | (1) | (1) | Common Stock | 3,828,872 | (1) | 0 | I | By Polaris Venture Partners V, L.P.(2) | |||
| Junior Convertible Preferred Stock | (1) | 07/22/2019 | C | 163,973 | (1) | (1) | Common Stock | 74,624 | (1) | 0 | I | By Polaris Venture Partners Entrepreneurs' Fund V, L.P.(2) | |||
| Junior Convertible Preferred Stock | (1) | 07/22/2019 | C | 57,631 | (1) | (1) | Common Stock | 26,227 | (1) | 0 | I | By Polaris Venture Partners Founders' Fund V, L.P.(2) | |||
| Junior Convertible Preferred Stock | (1) | 07/22/2019 | C | 84,134 | (1) | (1) | Common Stock | 38,289 | (1) | 0 | I | By Polaris Venture Partners Special Founders' Fund V, L.P.(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Upon the closing of the Issuer's initial public offering, all shares of Junior Convertible Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-2.1973 basis. The Junior Convertible Preferred Stock had no expiration date. |
| 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. |
| 3. These shares were sold in a firm commitment underwritten public offering pursuant to an underwriting agreement dated as of July 17, 2019 by and among the Issuer, the several underwriters and the selling stockholders identified therein. |
| Remarks: |
| Lauren Crockett, as attorney-in-fact for Polaris Venture Management Co. V, L.L.C. | 07/24/2019 | |
| Lauren Crockett, as attorney-in-fact for Polaris Venture Partners V, L.P. | 07/24/2019 | |
| Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Entrepreneurs' Fund V, L.P. | 07/24/2019 | |
| Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Founders' Fund V, L.P. | 07/24/2019 | |
| Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Special Founders' Fund V, L.P. | 07/24/2019 | |
| Lauren Crockett, as attorney-in-fact for Jonathan A. Flint | 07/24/2019 | |
| Lauren Crockett, as attorney-in-fact for Terrance G. McGuire | 07/24/2019 | |
| ** 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. | ||