Michael J. Davidoff Form 4/A Phreesia / Michael J. Davidoff 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^*

Davidoff Michael J.

(Last) (First) (Middle)

C/O PHREESIA, INC.

432 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10016

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

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/14/2020

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	01/13/2020		M		3,006(1)	A	$0.73	25,029(2)(4)	D
Common Stock	01/13/2020		M		6,826(1)	A	$0.82	31,855(2)(4)	D
Common Stock	01/13/2020		M		11,378(1)	A	$2.03	43,233(2)(4)	D

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
Stock Option (Right to Buy)	$0.73	01/13/2020		M			3,006	(3)	02/25/2020	Common Stock	3,006	$0.00	0	D
Stock Option (Right to Buy)	$0.82	01/13/2020		M			6,826	(3)	04/11/2021	Common Stock	6,826	$0.00	0	D
Stock Option (Right to Buy)	$2.03	01/13/2020		M			11,378	(3)	12/18/2024	Common Stock	11,378	$0.00	11,377	D

Explanation of Responses:

1. These shares are subject to a Lock-Up Agreement (the "Lock-up") until January 26, 2020. The terms of the Lock-up permit the exercise of options by the Reporting Person and the shares of Common Stock issued as a result of the exercise are subject to the terms of the Lock-up. No shares of Common Stock were sold by the Reporting Person in connection with the exercise.

2. Includes 11,377 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.

3. This option is fully vested and exercisable as of the date hereof.

4. The original Form 4, filed on January 14, 2020, is being amended by this Form 4 amendment to reflect the correct amount of securities beneficially owned following the reported transaction.

Remarks:

SVP, Marketing and Business Development

	/s/ Charles Kallenbach by Power of Attorney for Michael Davidoff	01/22/2020
	** 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).
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