SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Indig Chaim

(Last)

(First)

(Middle)

C/O PHREESIA, INC.

432 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK

10016

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 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	827,672⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽²⁾	08/19/2023	Common Stock	227,550	$0.84	D
Stock Option (Right to Buy)	⁽²⁾	12/18/2024	Common Stock	455,100	$2.03	D
Stock Option (Right to Buy)	⁽³⁾	01/30/2028	Common Stock	227,550	$4.71	D
Stock Option (Right to Buy)	⁽⁴⁾	03/26/2029	Common Stock	511,987	$8.03	D

Explanation of Responses:

1. Includes 255,993 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 is fully vested and exercisable as of the date hereof.

3. 25% of this option vested and became exercisable on January 31, 2019, with the remainder vesting in thirty-six (36) equal monthly installments thereafter.

4. 25% of this option shall vest and become exercisable on January 17, 2020, with the remainder vesting in three (3) equal annual installments thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Charles Kallenbach by Power of Attorney for Chaim Indig	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.