Sec Form 4 Filing - Topper James N @ Phathom Pharmaceuticals, Inc. - 2023-05-25

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Topper James N 2. Issuer Name and Ticker or Trading Symbol Phathom Pharmaceuticals, Inc. [ PHAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PHATHOM PHARMACEUTICALS, INC., 100 CAMPUS DRIVE, SUITE 102 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2023 (Street) FLORHAM PARK,, NJ07932 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/25/2023 A 9,000 ( 1 ) A $ 0 21,596 D Common Stock 5,827,415 I By Frazier Life Sciences IX, L.P. ( 2 ) Common Stock 1 I See footnote ( 3 ) Common Stock 3,912 I See footnote ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 11.72 05/25/2023 A 15,000 ( 5 ) 05/24/2033 Common Stock 15,000 $ 0 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Topper James N C/O PHATHOM PHARMACEUTICALS, INC. 100 CAMPUS DRIVE, SUITE 102 FLORHAM PARK,, NJ07932 X X Signatures /s/ Larry Miller, Attorney-in-Fact for James Topper 05/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units ("RSUs") were granted on May 25, 2023, pursuant to the Issuer's Non-Employee Director Compensation Program. 100% of the total number of RSUs granted shall vest on the first to occur of (A) the first anniversary of the date of grant or (B) the next occurring annual meeting of the Issuer's stockholders, subject to the Reporting Person's continuing service on the Board through such vesting date. Each RSU represents a contingent right to receive one share of common stock of the Issuer. ( 2 )The shares reported herein are held of record by Frazier Life Sciences IX, L.P. ("FLS IX"). The general partner of FLS IX is FHMLS IX, L.P., and the general partner of FHMLS IX, L.P. is FHMLS IX, L.L.C. James Topper and Patrick Heron are the sole managing members of FHMLS IX, L.L.C. and share voting and investment power of the securities held by FLS IX. Dr. Topper and Mr. Heron disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 3 )Represents shares held of record by FHMLS IX, L.L.C. James Topper and Patrick Heron are the sole managing members of FHMLS IX, L.L.C. and share voting and investment power of the securities held by FLS IX. Dr. Topper and Mr. Heron disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 4 )Represents shares held of record by Topper Group III LLC. Dr. Topper is a manager of Topper Group III LLC and has voting and investment power of the securities held by Topper Group III LLC. ( 5 )The option was granted pursuant to the Issuer's Non-Employee Director Compensation Program. The option shall vest and/or become exercisable on the first to occur of (A) the first anniversary of the date of grant or (B) the next occurring annual meeting of the Issuer's stockholders, subject to the Reporting Person's continuing in service on the Board through such vesting 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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