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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/17/2019 | 3. Issuer Name and Ticker or Trading Symbol Phreesia, Inc. [ PHR ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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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 | 21,048(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Stock Option (Right to Buy) | (2) | 06/19/2029 | Common Stock | 42,096 | 11.89 | D | |
Senior B Preferred Stock | (3) | (3) | Common Stock | 2,462,128 | (3) | I | By Echo Health Ventures LLC(4) |
Explanation of Responses: |
1. Consists of 21,048 Restricted Stock Units ("RSUs") issued under the Phreesia, Inc. 2018 Stock Option and Grant Plan. Each RSU represents the right to receive one share of Common Stock |
2. This option shall vest and become exercisable as follows: 20,763 shares on May 23, 2020; 7,110 shares on May 23, 2021; 7,110 shares on May 23, 2022; 7,113 shares on May 23, 2023. |
3. The Senior B Preferred Stock is convertible into shares of the Issuer's Common Stock on a one-for-2.1973 basis. Upon the closing of the Issuer's initial public offering, all shares of Senior B Preferred Stock will convert into shares of Common Stock of the Issuer. The Senior B Preferred Stock has no expiration date. |
4. Shares held directly by Echo Health Ventures LLC. Echo Health Ventures LLC is a joint venture between Cascadia Echo Holdings Company, LLC and Mosaic Health Solutions, LLC. Cascadia Echo Holdings LLC is a subsidiary of Cambia Health Solutions, LLC. The reporting person is the Chief Medical Officer and Senior Vice President of Cambia Health Solutions, LLC. The reporting person disclaims beneficial ownership over such shares, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that she is the beneficial owner of such shares. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Charles Kallenbach by Power of Attorney for Cheryl Pegus | 07/17/2019 | |
** 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 5 (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. |