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^*

Perricelli Scott

(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
	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)

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)

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)
Senior A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,066,835	⁽¹⁾	I	By LLR Equity Capital IV, L.P.⁽²⁾
Senior A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	222,887	⁽¹⁾	I	By LLR Equity Partners Paraellel IV, L.P.⁽³⁾
Senior B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,179,192	⁽⁴⁾	I	By LLR Equity Capital IV, L.P.⁽²⁾
Senior B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	51,872	⁽⁴⁾	I	By LLR Equity Capital IV, L.P.⁽³⁾

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. The reporting person disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for the purposes of Section 16 or for any other purpose.

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. The reporting person disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for the purposes of Section 16 or for any other purpose.

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	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.
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