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* LLR Capital IV, LLC (Last) (First) (Middle) 2929 WALNUT STREET SUITE 1530 (Street) PHILADELPHIA PA 19104 (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
Senior A Preferred Stock	(1)	(1)	Common Stock	5,066,835	(1)	I	See Footnote(2)
Senior A Preferred Stock	(1)	(1)	Common Stock	222,887	(1)	I	See Footnote(3)
Senior B Preferred Stock	(4)	(4)	Common Stock	1,179,192	(4)	I	See Footnote(2)
Senior B Preferred Stock	(4)	(4)	Common Stock	51,872	(4)	I	See Footnote(3)

1. Name and Address of Reporting Person* LLR Capital IV, LLC (Last) (First) (Middle) 2929 WALNUT STREET SUITE 1530 (Street) PHILADELPHIA PA 19104 (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* LLR EQUITY PARTNERS IV, L.P. (Last) (First) (Middle) 2929 WALNUT STREET SUITE 1530 (Street) PHILADELPHIA PA 19104 (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* LLR EQUITY PARTNERS PARALLEL IV, L.P. (Last) (First) (Middle) 2929 WALNUT STREET SUITE 1530 (Street) PHILADELPHIA PA 19104 (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* LLR Capital IV, L.P. (Last) (First) (Middle) 2929 WALNUT STREET SUITE 1530 (Street) PHILADELPHIA PA 19104 (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 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 convert into shares of Common Stock of the Issuer. The Senior A Preferred Stock has no expiration date.

2. Shares held directly by LLR Equity Partners IV, L.P. LLR Capital IV, L.P. is the general partner of LLR Equity Partners IV, L.P. LLR Capital IV, LLC is the general partner of LLR Capital IV, L.P. Each of these entities expressly disclaims beneficial ownership of the shares listed above except to the extent of any pecuniary interest therein.

3. Shares held directly by LLR Equity Partners Parallel IV, L.P. LLR Capital IV, L.P. is the general partner of LLR Equity Partners Parallel IV, L.P. LLR Capital IV, LLC is the general partner of LLR Capital IV, L.P. Each of these entities expressly disclaims beneficial ownership of the shares listed above except to the extent of any pecuniary interest therein.

4. 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.

Remarks:

	/s/ Scott Perricelli, as Partner of LLR Equity Partners IV, L.P.	07/17/2019
	/s/ Scott Perricelli, as Partner of LLR Equity Capital Partners Paralle IV, L.P.	07/17/2019
	/s/ Scott Perricelli, as Partner of LLR Capital Partner IV, L.P.	07/17/2019
	/s/ Scott Perricelli, as Partner of LLR Capital IV, LLC	07/17/2019
	** Signature of Reporting Person	Date
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