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

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1. Name and Address of Reporting Person^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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)
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)
Junior Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,828,872	⁽¹⁾	I	By Polaris Venture Partners V, L.P.⁽²⁾
Junior Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	74,624	⁽¹⁾	I	By Polaris Venture Partners Entrepreneurs' Fund V, L.P.⁽²⁾
Junior Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	26,227	⁽¹⁾	I	By Polaris Venture Partners Founders' Fund V, L.P.⁽²⁾
Junior Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	38,289	⁽¹⁾	I	By Polaris Venture Partners Special Founders' Fund V, L.P.⁽²⁾

1. Name and Address of Reporting Person^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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^*

Polaris Venture Partners Founders' Fund V, L.P.

(Last)

(First)

(Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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^*

Polaris Venture Partners V, L.P.

(Last)

(First)

(Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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^*

Polaris Venture Partners Entrepreneurs' Fund V, L.P.

(Last)

(First)

(Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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^*

Polaris Venture Partners Special Founders' Fund V, L.P.

(Last)

(First)

(Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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^*

Flint Jonathan A

(Last)

(First)

(Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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^*

MCGUIRE TERRANCE

(Last)

(First)

(Middle)

C/O POLARIS PARTNERS

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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. Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of Polaris Venture Management Co. V, L.L.C. ("PVM"), which is the sole general partner for each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V"), Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"), and Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSF V", and together with PVP V, PVPEF V, and PVPFF V, the "Polaris Funds"). Each of Flint, McGuire, and PVM may be deemed to beneficially own the shares held by the Polaris Funds, but Flint, McGuire, and PVM disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.

Remarks:

Exhibit 24 - Power of Attorney for Jonathan A. Flint and Terrance G. McGuire

	Lauren Crockett, as attorney-in-fact for Polaris Venture Management Co. V, L.L.C.	07/17/2019
	Lauren Crockett, as attorney-in-fact for Polaris Venture Partners V, L.P.	07/17/2019
	Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Entrepreneurs' Fund V, L.P.	07/17/2019
	Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Founders' Fund V, L.P.	07/17/2019
	Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Special Founders' Fund V, L.P.	07/17/2019
	Lauren Crockett, as attorney-in-fact for Jonathan A. Flint	07/17/2019
	Lauren Crockett, as attorney-in-fact for Terrance G. McGuire	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).
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