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^*

Thorp Clay

(Last)

(First)

(Middle)

C/O PHASEBIO PHARMACEUTICALS, INC.

1 GREAT VALLEY PARKWAY, SUITE 30

(Street)

MALVERN

19355

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/17/2018

3. Issuer Name and Ticker or Trading Symbol
PhaseBio Pharmaceuticals Inc [ PHAS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	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)

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	11,799	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)
Series 1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	52,690	⁽¹⁾	I	By Hatteras Venture Partners I, LP⁽²⁾
Series 1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	42,530	⁽¹⁾	I	By Hatteras Venture Partners III, LP⁽³⁾
Series 1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,862	⁽¹⁾	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series 1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,846	⁽¹⁾	I	By Catalysta Ventures, LLC⁽²⁾
Series AA Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	174,699	⁽¹⁾	I	By Hatteras Venture Partners III, LP⁽³⁾
Series AA Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	13,609	⁽¹⁾	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,026,161	⁽¹⁾	I	By Hatteras Venture Partners III, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	93,185	⁽¹⁾	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	103,001	⁽¹⁾	I	By Hatteras Venture Partners III, LP⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	9,353	⁽¹⁾	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	272,107	⁽¹⁾	I	By Hatteras Venture Partners III, LP⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	24,709	⁽¹⁾	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	226,061	⁽¹⁾	I	By Venture Capital Multiplier Fund⁽³⁾
Warrants to Purchase Series B Preferred Stock	⁽⁴⁾	12/22/2019	Series B Preferred Stock⁽¹⁾	7,910	$9.66	I	By Hatteras Venture Partners III, LP⁽³⁾
Warrants to Purchase Series B Preferred Stock	⁽⁴⁾	⁽⁵⁾	Series B Preferred Stock⁽¹⁾	19,061	$0.12	I	By Hatteras Venture Partners III, LP⁽³⁾
Warrants to Purchase Series B Preferred Stock	⁽⁴⁾	12/22/2019	Series B Preferred Stock⁽¹⁾	718	$9.66	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Warrants to Purchase Series B Preferred Stock	⁽⁴⁾	⁽⁵⁾	Series B Preferred Stock⁽¹⁾	1,731	$0.12	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Warrants to Purchase Series C-1 Preferred Stock	⁽⁴⁾	⁽⁵⁾	Series C-1 Preferred Stock⁽¹⁾	47,458	$0.12	I	By Hatteras Venture Partners III, LP⁽³⁾
Warrants to Purchase Series C-1 Preferred Stock	⁽⁴⁾	⁽⁵⁾	Series C-1 Preferred Stock⁽¹⁾	4,309	$0.12	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Warrants to Purchase Series C-1 Preferred Stock	⁽⁴⁾	⁽⁵⁾	Series C-1 Preferred Stock⁽¹⁾	41,414	$0.12	I	By Venture Capital Multiplier Fund⁽³⁾

Explanation of Responses:

1. Each share of Preferred Stock is convertible at any time at the option of the holder into Common Stock, has no expiration date and will convert into shares of Common Stock on a one-for one basis upon the closing of the Issuer's initial public offering.

2. Catalysta Ventures, LLC ("Catalysta") is the general partner of Hatteras Venture Partners I, LP ("HVP I"). The securities held directly by HVP I are indirectly held by Catalysta. The reporting person is a manager of Catalysta and may be deemed to share voting and dispositive power with regard to the securities held directly by Catalysta and HVP I. The reporting person disclaims beneficial ownership of the securities held by Catalysta and HVP I except to the extent of his pecuniary interest therein.

3. Hatteras Venture Advisors III, LLC ("HVA III") is the general partner of Hatteras Venture Partners III, LP ("HVP III"), Hatteras Venture Affiliates III, LP ("HV Affiliates") and Venture Capital Multiplier Fund ("Multiplier Fund"). The securities held directly by HVP III, HV Affiliates and Multiplier Fund are indirectly held by HVA III. The reporting person is a manager of HVA III and may be deemed to share voting and dispositive power with regard to the securities directly held by HVP III, HV Affiliates and Multiplier Fund. The reporting person disclaims beneficial ownership of the securities held by HVP III, HV Affiliates and Multiplier Fund except to the extent of his pecuniary interest therein.

4. Immediately exercisable.

5. The warrants terminate upon the closing of the Issuer's initial public offering.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Darren K. DeStefano, Attorney-in-Fact	10/17/2018
	** 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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