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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* CHV II, L.P. (Last) (First) (Middle) 101 SOUTH HANLEY ROAD, SUITE 200 (Street) CLAYTON MO 63105 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Phreesia, Inc. [ PHR ]	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) 07/22/2019
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/22/2019		C		1,934,225	A	(1)	1,934,225	I	By CHV II, L.P.(2)
Common Stock	07/22/2019		C		518,600	A	(3)	2,452,825	I	By CHV II, L.P.(2)
Common Stock	07/22/2019		C		492,424	A	(4)	2,945,249	I	By CHV II, L.P.(2)
Common Stock	07/22/2019		S		335,767	A	$18	2,609,482	I	By CHV II, L.P.(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Junior Convertible Preferred Stock	(1)	07/22/2019		C			4,250,111	(1)	(1)	Common Stock	1,934,225	(1)	0	I	By CHV II, L.P.(2)
Senior A Preferred Stock	(3)	07/22/2019		C			1,082,016	(3)	(3)	Common Stock	518,600	(3)	0	I	By CHV II, L.P.(2)
Senior B Preferred Stock	(4)	07/22/2019		C			1,139,530	(4)	(4)	Common Stock	492,424	(4)	0	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. Upon the closing of the Issuer's initial public offering, all shares of Junior Convertible Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-2.1973 basis. The Junior Convertible Preferred Stock had 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. Upon the closing of the Issuer's initial public offering, all shares of Senior A Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-2.1973 basis. The Senior A Preferred Stock had no expiration date.

4. Upon the closing of the Issuer's initial public offering, all shares of Senior B Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-2.1973 basis. The Senior B Preferred Stock had no expiration date.

Remarks:

	/s/ Matthew I. Hermann, as Senior Managing Director of CHV II, L.P.	07/24/2019
	/s/ Matthew I. Hermann, as Senior Managing Director of Ascension Health Ventures II, LLC	07/24/2019
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.