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*
CHV II, L.P.

(Last) (First) (Middle)
101 SOUTH HANLEY ROAD, SUITE 200

(Street)
CLAYTON MO 63105

(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 1,934,225 (1) I By CHV II, L.P.(2)
Senior A Preferred Stock (3) (3) Common Stock 518,600 (3) I By CHV II, L.P.(2)
Senior B Preferred Stock (4) (4) Common Stock 492,424 (4) I By CHV II, L.P.(2)
1. Name and Address of Reporting Person*
CHV II, L.P.

(Last) (First) (Middle)
101 SOUTH HANLEY ROAD, SUITE 200

(Street)
CLAYTON MO 63105

(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*
Ascension Health Ventures II, LLC

(Last) (First) (Middle)
D/B/A ASCENSION VENTURES II, LLC
101 SOUTH HANLEY ROAD, SUITE 200

(Street)
CLAYTON MO 63105

(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 convert into shares of Common Stock of the Issuer. The Junior Convertible Preferred Stock has no expiration date.
2. Shares held directly by CHV II, L.P. Ascension Health Ventures II, LLC dba Ascension Ventures II, LLC is the general partner of CHV II, 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. 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.
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/ Matthew Herman, as Senior Managing Director of CHV II, L.P. 07/17/2019
/s/ Matthew Herman, as Senior Managing Director of Ascension Ventures II, LLC 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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