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*
LLR Capital IV, LLC

(Last) (First) (Middle)
2929 WALNUT STREET SUITE 1530

(Street)
PHILADELPHIA PA 19104

(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)
12/17/2019
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 12/17/2019 S(1) 1,915,728 D $24.479 3,618,234 I See Footnote(2)
Common Stock 12/17/2019 S(1) 84,272 D $24.479 159,164 I See Footnote(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
LLR Capital IV, LLC

(Last) (First) (Middle)
2929 WALNUT STREET SUITE 1530

(Street)
PHILADELPHIA PA 19104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LLR EQUITY PARTNERS IV, L.P.

(Last) (First) (Middle)
2929 WALNUT STREET SUITE 1530

(Street)
PHILADELPHIA PA 19104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LLR EQUITY PARTNERS PARALLEL IV, L.P.

(Last) (First) (Middle)
2929 WALNUT STREET SUITE 1530

(Street)
PHILADELPHIA PA 19104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LLR Capital IV, L.P.

(Last) (First) (Middle)
2929 WALNUT STREET SUITE 1530

(Street)
PHILADELPHIA PA 19104

(City) (State) (Zip)
Explanation of Responses:
1. These shares were sold in a firm commitment underwritten public offering pursuant to an underwriting agreement dated as of December 12, 2019 by and among the Issuer, the several underwriters and the selling stockholders identified therein.
2. Shares held directly by LLR Equity Partners IV, L.P. LLR Capital IV, L.P. is the general partner of LLR Equity Partners IV, L.P. LLR Capital IV, LLC is the general partner of LLR Capital IV, 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. Shares held directly by LLR Equity Partners Parallel IV, L.P. LLR Capital IV, L.P. is the general partner of LLR Equity Partners Parallel IV, L.P. LLR Capital IV, LLC is the general partner of LLR Capital IV, L.P. Each of these entities expressly disclaims beneficial ownership of the shares listed above except to the extent of any pecuniary interest therein.
Remarks:
/s/ Scott Perricelli, as Partner of LLR Capital IV, LLC 12/18/2019
/s/ Scott Perricelli, as Partner of LLR Equity Partners IV, L.P. 12/18/2019
/s/ Scott Perricelli, as Partner of LLR Equity Partners Parallel IV, L.P. 12/18/2019
/s/ Scott Perricelli, as Partner of LLR Capital IV, L.P. 12/18/2019
** 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).
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