X0202 4 2005-03-14 0 0001050180 PHASE FORWARD INC PFWD 0001184390 BICHARA AXEL C/O PHASE FORWARD INCORPORATED 880 WINTER STREET WALTHAM MA 02451 1 0 1 0 Common Stock 2005-03-14 4 S 0 500000 6.85 D 4119418 I See Note 1 Mr. Bichara is a Vice President of Atlas Venture Associates V, Inc., the general partner of Atlas Venture Associates V, L.P., which is the general partner of Atlas Venture Fund V, L.P., Atlas Venture Parallel Fund V-A, C.V., Atlas Venture Parallel Fund V-B, C.V. and Atlas Venture Entrepreneurs' Fund V, L.P. In such capacity, he may be deemed to share voting and investment power with respect to the following shares of Common Stock: 78,570 shares held by Atlas Venture Entrepreneurs' Fund III, L.P.; 5,621 shares held by Atlas Venture Entrepreneurs' Fund V, L.P.; 3,613,661 shares held by Atlas Venture Fund III, L.P.; 337,676 shares held by Atlas Venture Fund V, L.P.; 41,945 shares held by Atlas Venture Parallel Fund V-A, C.V.; and 41,945 shares held by Atlas Venture Parallel Fund V-B, C.V. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. /s/ Axel Bichara 2005-03-16