SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hatteras Venture Advisors III, LLC

(Last)

(First)

(Middle)

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/22/2018		C		52,690	A	⁽¹⁾	52,690	I	By Hatteras Venture Partners I, LP⁽²⁾
Common Stock	10/22/2018		C		1,683,420	A	⁽¹⁾	1,683,420	I	By Hatteras Venture Partners III, LP⁽³⁾
Common Stock	10/22/2018		P		137,513	A	$5	1,820,933	I	By Hatteras Venture Partners III, LP⁽³⁾
Common Stock	10/22/2018		C		150,612	A	⁽¹⁾	150,612	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Common Stock	10/22/2018		P		12,487	A	$5	163,099	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Common Stock	10/22/2018		C		4,846	A	⁽¹⁾	4,846	I	By Catalysta Ventures, LLC⁽²⁾
Common Stock	10/22/2018		C		266,481	A	⁽¹⁾	266,481	I	By Venture Capital Multiplier Fund⁽³⁾
Common Stock	10/22/2018		P		150,000	A	$5	416,481	I	By Venture Capital Multiplier Fund⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to Purchase Series B Preferred Stock	$0.12	10/22/2018		X⁽⁴⁾			19,061	⁽⁵⁾	⁽⁵⁾	Series B Preferred Stock⁽¹⁾	19,061	$0.00	0	I	By Hatteras Venture Partners III, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		X⁽⁴⁾		19,061		⁽¹⁾	⁽¹⁾	Common Stock	19,061	$0.12	1,045,222	I	By Hatteras Venture Partners III, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		S⁽⁴⁾			458	⁽¹⁾	⁽¹⁾	Common Stock	458	$5	1,044,764	I	By Hatteras Venture Partners III, LP⁽³⁾
Warrants to Purchase Series B Preferred Stock	$0.12	10/22/2018		X⁽⁴⁾			1,731	⁽⁵⁾	⁽⁵⁾	Series B Preferred Stock⁽¹⁾	1,731	$0.00	0	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		X⁽⁴⁾		1,731		⁽¹⁾	⁽¹⁾	Common Stock	1,731	$0.12	94,916	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		S⁽⁴⁾			42	⁽¹⁾	⁽¹⁾	Common Stock	42	$5	94,874	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Warrants to Purchase Series C-1 Preferred Stock	$0.12	10/22/2018		X⁽⁴⁾			47,458	⁽⁵⁾	⁽⁵⁾	Series C-1 Preferred Stock⁽¹⁾	47,458	$0.00	0	I	By Hatteras Venture Partners III, LP⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		X⁽⁴⁾		47,458		⁽¹⁾	⁽¹⁾	Common Stock	47,458	$0.12	150,459	I	By Hatteras Venture Partners III, LP⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		S⁽⁴⁾			1,139	⁽¹⁾	⁽¹⁾	Common Stock	1,139	$5	149,320	I	By Hatteras Venture Partners III, LP⁽³⁾
Warrants to Purchase Series C-1 Preferred Stock	$0.12	10/22/2018		X⁽⁴⁾			4,309	⁽⁵⁾	⁽⁵⁾	Series C-1 Preferred Stock⁽¹⁾	4,309	$0.00	0	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		X⁽⁴⁾		4,309		⁽¹⁾	⁽¹⁾	Common Stock	4,309	$0.12	13,662	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		S⁽⁴⁾			104	⁽¹⁾	⁽¹⁾	Common Stock	104	$5	13,558	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Warrants to Purchase Series C-1 Preferred Stock	$0.12	10/22/2018		X⁽⁴⁾			41,414	⁽⁵⁾	⁽⁵⁾	Series C-1 Preferred Stock⁽¹⁾	41,414	$0.00	0	I	By Venture Capital Multiplier Fund⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		X⁽⁴⁾		41,414		⁽¹⁾	⁽¹⁾	Common Stock	41,414	$0.12	41,414	I	By Venture Capital Multiplier Fund⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		S⁽⁴⁾			994	⁽¹⁾	⁽¹⁾	Common Stock	994	$5	40,420	I	By Venture Capital Multiplier Fund⁽³⁾
Series 1 Preferred Stock	⁽¹⁾	10/22/2018		C			52,690	⁽¹⁾	⁽¹⁾	Common Stock	52,690	$0.00	0	I	By Hatteras Venture Partners I, LP⁽²⁾
Series 1 Preferred Stock	⁽¹⁾	10/22/2018		C			42,530	⁽¹⁾	⁽¹⁾	Common Stock	42,530	$0.00	0	I	By Hatteras Venture Partners III, LP⁽³⁾
Series 1 Preferred Stock	⁽¹⁾	10/22/2018		C			3,862	⁽¹⁾	⁽¹⁾	Common Stock	3,862	$0.00	0	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series 1 Preferred Stock	⁽¹⁾	10/22/2018		C			4,846	⁽¹⁾	⁽¹⁾	Common Stock	4,846	$0.00	0	I	By Catalysta Ventures, LLC⁽²⁾
Series AA Preferred Stock	⁽¹⁾	10/22/2018		C			174,699	⁽¹⁾	⁽¹⁾	Common Stock	174,699	$0.00	0	I	By Hatteras Venture Partners III, LP⁽³⁾
Series AA Preferred Stock	⁽¹⁾	10/22/2018		C			13,609	⁽¹⁾	⁽¹⁾	Common Stock	13,609	$0.00	0	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		C			1,044,764	⁽¹⁾	⁽¹⁾	Common Stock	1,044,764	$0.00	0	I	By Hatteras Venture Partners III, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	10/22/2018		C			94,874	⁽¹⁾	⁽¹⁾	Common Stock	94,874	$0.00	0	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		C			149,320	⁽¹⁾	⁽¹⁾	Common Stock	149,320	$0.00	0	I	By Hatteras Venture Partners III, LP⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		C			13,558	⁽¹⁾	⁽¹⁾	Common Stock	13,558	$0.00	0	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	10/22/2018		C			40,420	⁽¹⁾	⁽¹⁾	Common Stock	40,420	$0.00	0	I	By Venture Capital Multiplier Fund⁽³⁾
Series D Preferred Stock	⁽¹⁾	10/22/2018		C			272,107	⁽¹⁾	⁽¹⁾	Common Stock	272,107	$0.00	0	I	By Hatteras Venture Partners III, LP⁽³⁾
Series D Preferred Stock	⁽¹⁾	10/22/2018		C			24,709	⁽¹⁾	⁽¹⁾	Common Stock	24,709	$0.00	0	I	By Hatteras Venture Affiliates III, LP⁽³⁾
Series D Preferred Stock	⁽¹⁾	10/22/2018		C			226,061	⁽¹⁾	⁽¹⁾	Common Stock	226,061	$0.00	0	I	By Venture Capital Multiplier Fund⁽³⁾

1. Name and Address of Reporting Person^*

Hatteras Venture Advisors III, LLC

(Last)

(First)

(Middle)

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

Hatteras Ventures Partners III LP

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

Hatteras Venture Affiliates III Lp

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

Hatteras Venture Partners I, LP

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

Catalysta Ventures, LLC

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

Venture Capital Multiplier Fund

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

INGRAM ROBERT ALEXANDER

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

LEE KENNETH B JR

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

Reed Douglas MD

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

Crumpler John

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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. Each share of Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date.

2. Catalysta Ventures, LLC ("Catalysta") is under common control with Hatteras Venture Advisors III, LLC ("HVA III"). 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, which may be deemed to share voting and dispositive power with regard to the securities directly held by HVP I. Catalysta disclaims beneficial ownership of the securities held by HVP I except to the extent of its pecuniary interest therein. The individual managers of Catalysta are Clay B. Thorp and John Crumpler (the "Managers"), who may be deemed to share voting and dispositive power with regard to the securities held directly by Catalysta and HVP I. The Managers disclaim beneficial ownership of the securities held by Catalysta and HVP I except to the extent of their pecuniary interest therein. Mr. Thorp is a director of the Issuer and files Section 16 reports separately.

3. 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 individual managers of HVA III are Clay B. Thorp, Robert A. Ingram, Kenneth B. Lee, Douglas Reed, MD and John Crumpler (the "GP Directors"). HVA III and the GP Directors may be deemed to share voting and dispositive power with regard to the securities directly held by HVP III, HV Affiliates and Multiplier Fund. HVA III and the GP Directors disclaim beneficial ownership of the securities held by HVP III, HV Affiliates and Multiplier Fund except to the extent of their pecuniary interest therein. Mr. Thorp is a director of the Issuer and files Section 16 reports separately.

4. Represents the net exercise of the warrants immediately prior to, and contingent upon, the closing of the Issuer's initial public offering.

5. The warrants were exercisable until, and were scheduled to expire upon, the closing of the Issuer's initial public offering.

Remarks:

	/s/ Darren K. DeStefano, Attorney-in-Fact for Hatteras Venture Advisors III, LLC	10/24/2018
	/s/ Darren K. DeStefano, Attorney-in-Fact for Hatteras Venture Partners III, LP	10/24/2018
	/s/ Darren K. DeStefano, Attorney-in-Fact for Hatteras Venture Affiliates III, LP	10/24/2018
	/s/ Darren K. DeStefano, Attorney-in-Fact for Hatteras Venture Partners I, LP	10/24/2018
	/s/ Darren K. DeStefano, Attorney-in-Fact for Catalysta Ventures, LLC	10/24/2018
	/s/ Darren K. DeStefano, Attorney-in-Fact for Venture Capital Multiplier Fund	10/24/2018
	/s/ Darren K. DeStefano, Attorney-in-Fact for Robert A. Ingram	10/24/2018
	/s/ Darren K. DeStefano, Attorney-in-Fact for Kenneth B. Lee	10/24/2018
	/s/ Darren K. DeStefano, Attorney-in-Fact for Douglas Reed	10/24/2018
	/s/ Darren K. DeStefano, Attorney-in-Fact for John Crumpler	10/24/2018
	** 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 4 (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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