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* ATWOOD BRIAN G (Last) (First) (Middle) C/O VERSANT VENTURES ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/17/2016	3. Issuer Name and Ticker or Trading Symbol PHASERX, INC. [ PZRX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
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	9,071(1)	I	By Versant Side Fund III, L.P.(2)(3)
Common Stock	1,535,476(1)	I	By Versant Venture Capital III, L.P.(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Warrants to Purchase Common Stock	02/01/2012	(4)	Common Stock	295(1)	$7.96	I	By Versant Side Fund III, L.P.(2)(3)
Warrants to Purchase Common Stock	02/01/2012	(4)	Common Stock	49,945(1)	$7.96	I	By Versant Venture Capital III, L.P.(2)(3)

1. Name and Address of Reporting Person* ATWOOD BRIAN G (Last) (First) (Middle) C/O VERSANT VENTURES ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Versant Ventures III, LLC (Last) (First) (Middle) C/O VERSANT VENTURES ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Versant Side Fund III, L.P. (Last) (First) (Middle) C/O VERSANT VENTURES ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Versant Venture Capital III, L.P. (Last) (First) (Middle) C/O VERSANT VENTURES ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COLELLA SAMUEL D (Last) (First) (Middle) C/O VERSANT VENTURES ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JAFFE ROSS A MD (Last) (First) (Middle) C/O VERSANT VENTURES ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LINK WILLIAM J PHD (Last) (First) (Middle) C/O VERSANT VENTURES ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LUBASH BARBARA N (Last) (First) (Middle) C/O VERSANT VENTURES ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MILDER DONALD B (Last) (First) (Middle) C/O VERSANT VENTURES ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Praeger Robin L. (Last) (First) (Middle) C/O VERSANT VENTURES ONE SANSOME STREET, SUITE 3630 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reflects a 1-for-10.656096 reverse stock split effected on May 17, 2016.

2. Common stock held of record, respectively, by each of Versant Side Fund III, L.P. and Versant Venture Capital III, L.P., (the "Versant Venture Funds"). Versant Ventures III, LLC is the general partner of the Versant Venture Funds and has voting and dispositive control over securities held by the Versant Venture Funds. Brian G. Atwood, Samuel D. Colella, Ross Jaffe, M.D., William J. Link, Barbara N. Lubash, Donald B. Milder, Bradley J. Bolzon, Charles M. Warden, Robin L. Praeger and Rebecca R. Robertson are the managing directors of Versant Ventures III, LLC and are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own shares held by the Versant Venture Funds. Brian G. Atwood is a managing member of and owns an interest in Versant Ventures III, LLC.

3. Accordingly, Brian G. Atwood may be deemed to beneficially own the securities held by the Versant Venture Funds. Each of Brian G. Atwood, Samuel D. Colella, Ross Jaffe, M.D., William J. Link, Barbara N. Lubash, Donald B. Milder, Bradley J. Bolzon, Charles M. Warden, Robin L. Praeger and Rebecca R. Robertson disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein.

4. The warrants expire at the earlier to occur of (a) February 1, 2019 or (b) the initial public offering of the Issuer's common stock.

Remarks:

This Form 3 is the first of two filings by Brian G. Atwood. Rebecca R. Robertson, Charles M. Warden and Bradley J. Bolzon (the "Other Filers") are also reporting persons. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the Other Filers have filed a separate Form 3 that relates to the same securities reported herein. Thus, in total, there are 13 joint filers: the Other Filers and each person that is a signatory to this Form 3.

	/s/ ROBIN L. PRAEGER, as Managing Director of Versant Ventures III, LLC	05/17/2016
	/s/ ROBIN L. PRAEGER, as Managing Director of Versant Ventures III, LLC the General Partner of Versant Side Fund III, L.P	05/17/2016
	/s/ ROBIN L. PRAEGER, as Managing Director of Versant Ventures III, LLC the General Partner of Versant Venture Capital III, L.P.	05/17/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Brian Atwood	05/17/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Samuel D. Colella	05/17/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Ross Jaffe, M.D	05/17/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for William J. Link	05/17/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Barbara N. Lubash	05/17/2016
	/s/ ROBIN L. PRAEGER, as Attorney-in-Fact for Donald B. Milder	05/17/2016
	/s/ Robin L. Praeger	05/17/2016
	** Signature of Reporting Person	Date
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