NEA 13 GP Form 4 PhaseBio Pharmaceuticals / M JAMES BARRETT 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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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^*

NEW ENTERPRISE ASSOCIATES 13 LP

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PhaseBio Pharmaceuticals Inc [ PHAS ]

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)
10/22/2018

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	10/22/2018		C		4,841,634	A	(1)	4,841,634	I	See Note 2(2)
Common Stock	10/22/2018		P		1,800,000	A	$5	6,641,634	I	See Note 2(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
Warrants to Purchase Series B Preferred Stock	$0.12	10/22/2018		X(3)			49,030	(4)	(4)	Series B Preferred Stock	49,030	$0.00	0	I	See Note 2(2)
Series B Preferred Stock	(1)	10/22/2018		X(3)		49,030		(1)	(1)	Common Stock	49,030	$0.12	3,280,804	I	See Note 2(2)
Series B Preferred Stock	(1)	10/22/2018		S(3)			1,177	(1)	(1)	Common Stock	1,177	$5	3,279,627	I	See Note 2(2)
Series B Preferred Stock	(1)	10/22/2018		C			3,279,627	(1)	(1)	Common Stock	3,279,627	$0.00	0	I	See Note 2(2)
Warrants to Purchase Series C-1 Preferred Stock	$0.12	10/22/2018		X(3)			181,190	(4)	(4)	Series C-1 Preferred Stock	181,190	$0.00	0	I	See Note 2(2)
Series C-1 Preferred Stock	(1)	10/22/2018		X(3)		181,190		(1)	(1)	Common Stock	181,190	$0.12	442,055	I	See Note 2(2)
Series C-1 Preferred Stock	(1)	10/22/2018		S(3)			4,349	(1)	(1)	Common Stock	4,349	$5	437,706	I	See Note 2(2)
Series C-1 Preferred Stock	(1)	10/22/2018		C			437,706	(1)	(1)	Common Stock	437,706	$0.00	0	I	See Note 2(2)
Series D Preferred Stock	(1)	10/22/2018		C			1,124,301	(1)	(1)	Common Stock	1,124,301	$0.00	0	I	See Note 2(2)

1. Name and Address of Reporting Person^*

NEW ENTERPRISE ASSOCIATES 13 LP

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NEA Partners 13, Limited Partnership

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NEA 13 GP, Ltd

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BARRETT M JAMES

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BARRIS PETER J

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BASKETT FOREST

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KERINS PATRICK J

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MOTT DAVID M

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SANDELL SCOTT D

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Viswanathan Ravi

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date.

2. The securities are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins, David M. Mott, Scott D. Sandell and Ravi Viswanathan. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 securities in which the Indirect Reporting Persons have no pecuniary interest.

3. Represents the net exercise of the warrants immediately prior to, and contingent upon, the closing of the Issuer's initial public offering.

4. The warrants were exercisable until, and were scheduled to expire upon, the closing of the Issuer's initial public offering.

Remarks:

	/s/ Sasha Keough, attorney-in-fact	10/24/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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