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* HLM VENTURE PARTNERS II, L.P. (Last) (First) (Middle) C/O HLM VENTURE PARTNERS II, L.P. 116 HUNTINGTON AVENUE, 9TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	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) 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)

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
Junior Convertible Preferred Stock	(1)	(1)	Common Stock	4,323,864	(1)	I	See Footnote(2)
Senior A Preferred Stock	(3)	(3)	Common Stock	414,880	(3)	I	See Footnote(2)

1. Name and Address of Reporting Person* HLM VENTURE PARTNERS II, L.P. (Last) (First) (Middle) C/O HLM VENTURE PARTNERS II, L.P. 116 HUNTINGTON AVENUE, 9TH FLOOR (Street) BOSTON MA 02116 (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* HLM VENTURE ASSOCIATES II, LLC (Last) (First) (Middle) 222 BERKELEY STREET (Street) BOSTON MA 02116 (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* GRUA PETER J (Last) (First) (Middle) 222 BERKELEY STREET (Street) BOSTON MA 02116 (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* CAHILL EDWARD L (Last) (First) (Middle) C/O PHREESIA, INC. 432 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10016 (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. The Junior Convertible 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 Junior Convertible Preferred Stock will automatically convert into shares of Common Stock of the Issuer. The Junior Convertible Preferred Stock has no expiration date.

2. Shares held directly by HLM Venture Partners II, L.P. HLM Venture Associates II, L.L.C. is the general partner of HLM Venture Partners II, L.P. Edward L. Cahill and Peter J. Grua (collectively, the "Managing Members") are the managing members of HLM Venture Associates II, L.L.C. and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of record by HLM Venture Partners II, L.P. Each of the entities and the Managing Members disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.

3. The Senior A 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 A Preferred Stock will automatically convert into shares of Common Stock of the Issuer. The Senior A Preferred Stock has no expiration date.

Remarks:

Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney Exhibit 24.4 - Power of Attorney

	/s/ Charles Kallenbach by Power of Attorney For HLM Venture Partners II, L.P.	07/17/2019
	/s/ Charles Kallenbach by Power of Attorney for HLM Venture Associates II, L.L.C.	07/17/2019
	/s/ Charles Kallenbach by Power of Attorney for Edward L. Cahill	07/17/2019
	/s/ Charles Kallenbach by Power of Attorney for Peter J. Grua	07/17/2019
	** Signature of Reporting Person	Date
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