0001562180-22-005519.txt : 20220705 0001562180-22-005519.hdr.sgml : 20220705 20220705174630 ACCESSION NUMBER: 0001562180-22-005519 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220630 FILED AS OF DATE: 20220705 DATE AS OF CHANGE: 20220705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Mark Douglas CENTRAL INDEX KEY: 0001756253 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38977 FILM NUMBER: 221066692 MAIL ADDRESS: STREET 1: C/O TELADOC HEALTH, INC. STREET 2: 2 MANHATTANVILLE ROAD, SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Phreesia, Inc. CENTRAL INDEX KEY: 0001412408 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 434 FAYETTEVILLE ST. STREET 2: SUITE 1400 CITY: RALEIGH STATE: NC ZIP: 27601 BUSINESS PHONE: 646-747-9959 MAIL ADDRESS: STREET 1: 434 FAYETTEVILLE ST. STREET 2: SUITE 1400 CITY: RALEIGH STATE: NC ZIP: 27601 FORMER COMPANY: FORMER CONFORMED NAME: Phreesia Inc DATE OF NAME CHANGE: 20070914 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2022-06-30 false 0001412408 Phreesia, Inc. PHR 0001756253 Smith Mark Douglas C/O PHREESIA, INC. 434 FAYETTEVILLE ST., SUITE 1400 RALEIGH NC 10016 true false false false Common Stock 2022-06-30 4 A false 7397.00 0.00 A 16112.00 D The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest in full upon the earlier of (i) June 30, 2023, and (ii) the next annual meeting of the Issuer's stockholders. Director has elected to defer this grant pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program. Director shall receive underlying common stock on the earlier of (i) 90 days after Director ceases to serve as a member of the Board of Directors of the Issuer and incurs a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder or (ii) five years from the date of grant of the deferred RSUs. /s/ Allison Hoffman, as Attorney-in-Fact for Mark Douglas Smith 2022-07-05 EX-24 2 marksmith.txt POA LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Thomas Altier, Allison Hoffman, Alexis Lyons, Randy Rasmussen and Amy Beth VanDuyn, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Phreesia, Inc. (the "Company"), from time to time the following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney- in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney- in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys- in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned's capacity as an officer and/or director of the Company, including that certain Limited Power of Attorney dated July 15, 2019. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of, or legal counsel to the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 12, 2021. /S/Mark Smith Mark Smith