Sec Form 4 Filing - Thorp Clay @ PhaseBio Pharmaceuticals Inc - 2018-10-22

Insider filing report for Changes in Beneficial Ownership
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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
Thorp Clay
2. Issuer Name and Ticker or Trading Symbol
PhaseBio Pharmaceuticals Inc [ PHAS]
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 PHASEBIO PHARMACEUTICALS, INC., 1 GREAT VALLEY PARKWAY, SUITE 30
3. Date of Earliest Transaction (MM/DD/YY)
10/22/2018
(Street)
MALVERN, PA19355
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 11,799 D
Common Stock 10/22/2018 C 52,690 A 52,690 I By Hatteras Venture Partners I, LP ( 2 )
Common Stock 10/22/2018 C 1,683,420 A 1,683,420 I By Hatteras Venture Partners III, LP ( 3 )
Common Stock 10/22/2018 P 137,513 A $ 5 1,820,933 I By Hatteras Venture Partners III, LP ( 3 )
Common Stock 10/22/2018 C 150,612 A 150,612 I By Hatteras Venture Affiliates III, LP ( 3 )
Common Stock 10/22/2018 P 12,487 A $ 5 163,099 I By Hatteras Venture Affiliates III, LP ( 3 )
Common Stock 10/22/2018 C 4,846 A 4,846 I By Catalysta Ventures, LLC ( 2 )
Common Stock 10/22/2018 C 266,481 A 266,481 I By Venture Capital Multiplier Fund ( 3 )
Common Stock 10/22/2018 P 150,000 A $ 5 416,481 I By Venture Capital Multiplier Fund ( 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 (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
Warrants to Purchase Series B Preferred Stock $ 0.12 10/22/2018 M( 4 ) 19,061 ( 5 ) ( 5 ) Series B Preferred Stock ( 1 ) 19,061 $ 0 0 I By Hatteras Venture Partners III, LP ( 3 )
Series B Preferred Stock ( 1 ) 10/22/2018 M( 4 ) 19,061 ( 1 ) ( 1 ) Common Stock 19,061 $ 0.12 1,045,222 I By Hatteras Venture Partners III, LP ( 3 )
Series B Preferred Stock ( 1 ) 10/22/2018 S( 4 ) 458 ( 1 ) ( 1 ) Common Stock 458 $ 5 1,044,764 I By Hatteras Venture Partners III, LP ( 3 )
Warrants to Purchase Series B Preferred Stock $ 0.12 10/22/2018 M( 4 ) 1,731 ( 5 ) ( 5 ) Series B Preferred Stock ( 1 ) 1,731 $ 0 0 I By Hatteras Venture Affiliates III, LP ( 3 )
Series B Preferred Stock ( 1 ) 10/22/2018 M( 4 ) 1,731 ( 1 ) ( 1 ) Common Stock 1,731 $ 0.12 94,916 I By Hatteras Venture Affiliates III, LP ( 3 )
Series B Preferred Stock ( 1 ) 10/22/2018 S( 4 ) 42 ( 1 ) ( 1 ) Common Stock 42 $ 5 94,874 I By Hatteras Venture Affiliates III, LP ( 3 )
Warrants to Purchase Series C-1 Preferred Stock $ 0.12 10/22/2018 M( 4 ) 47,458 ( 5 ) ( 5 ) Series C-1 Preferred Stock ( 1 ) 47,458 $ 0 0 I By Hatteras Venture Partners III, LP ( 3 )
Series C-1 Preferred Stock ( 1 ) 10/22/2018 M( 4 ) 47,458 ( 1 ) ( 1 ) Common Stock 47,458 $ 0.12 150,459 I By Hatteras Venture Partners III, LP ( 3 )
Series C-1 Preferred Stock ( 1 ) 10/22/2018 S( 4 ) 1,139 ( 1 ) ( 1 ) Common Stock 1,139 $ 5 149,320 I By Hatteras Venture Partners III, LP ( 3 )
Warrants to Purchase Series C-1 Preferred Stock $ 0.12 10/22/2018 M( 4 ) 4,309 ( 5 ) ( 5 ) Series C-1 Preferred Stock ( 1 ) 4,309 $ 0 0 I By Hatteras Venture Affiliates III, LP ( 3 )
Series C-1 Preferred Stock ( 1 ) 10/22/2018 M( 4 ) 4,309 ( 1 ) ( 1 ) Common Stock 4,309 $ 0.12 13,662 I By Hatteras Venture Affiliates III, LP ( 3 )
Series C-1 Preferred Stock ( 1 ) 10/22/2018 S( 4 ) 104 ( 1 ) ( 1 ) Common Stock 104 $ 5 13,558 I By Hatteras Venture Affiliates III, LP ( 3 )
Warrants to Purchase Series C-1 Preferred Stock $ 0.12 10/22/2018 M( 4 ) 41,414 ( 5 ) ( 5 ) Series C-1 Preferred Stock ( 1 ) 41,414 $ 0 0 I By Venture Capital Multiplier Fund ( 3 )
Series C-1 Preferred Stock ( 1 ) 10/22/2018 M( 4 ) 41,414 ( 1 ) ( 1 ) Common Stock 41,414 $ 0.12 41,414 I By Venture Capital Multiplier Fund ( 3 )
Series C-1 Preferred Stock ( 1 ) 10/22/2018 S( 4 ) 994 ( 1 ) ( 1 ) Common Stock 994 $ 5 40,420 I By Venture Capital Multiplier Fund ( 3 )
Series 1 Preferred Stock ( 1 ) 10/22/2018 C 52,690 ( 1 ) ( 1 ) Common Stock 52,690 $ 0 0 I By Hatteras Venture Partners I, LP ( 2 )
Series 1 Preferred Stock ( 1 ) 10/22/2018 C 42,530 ( 1 ) ( 1 ) Common Stock 42,530 $ 0 0 I By Hatteras Venture Partners III, LP ( 3 )
Series 1 Preferred Stock ( 1 ) 10/22/2018 C 3,862 ( 1 ) ( 1 ) Common Stock 3,862 $ 0 0 I By Hatteras Venture Affiliates III, LP ( 3 )
Series 1 Preferred Stock ( 1 ) 10/22/2018 C 4,846 ( 1 ) ( 1 ) Common Stock 4,846 $ 0 0 I By Catalysta Ventures, LLC ( 2 )
Series AA Preferred Stock ( 1 ) 10/22/2018 C 174,699 ( 1 ) ( 1 ) Common Stock 174,699 $ 0 0 I By Hatteras Venture Partners III, LP ( 3 )
Series AA Preferred Stock ( 1 ) 10/22/2018 C 13,609 ( 1 ) ( 1 ) Common Stock 13,609 $ 0 0 I By Hatteras Venture Affiliates III, LP ( 3 )
Series B Preferred Stock ( 1 ) 10/22/2018 C 1,044,764 ( 1 ) ( 1 ) Common Stock 1,044,764 $ 0 0 I By Hatteras Venture Partners III, LP ( 3 )
Series B Preferred Stock ( 1 ) 10/22/2018 C 94,874 ( 1 ) ( 1 ) Common Stock 94,874 $ 0 0 I By Hatteras Venture Affiliates III, LP ( 3 )
Series C-1 Preferred Stock ( 1 ) 10/22/2018 C 149,320 ( 1 ) ( 1 ) Common Stock 149,320 $ 0 0 I By Hatteras Venture Partners III, LP ( 3 )
Series C-1 Preferred Stock ( 1 ) 10/22/2018 C 13,558 ( 1 ) ( 1 ) Common Stock 13,558 $ 0 0 I By Hatteras Venture Affiliates III, LP ( 3 )
Series C-1 Preferred Stock ( 1 ) 10/22/2018 C 40,420 ( 1 ) ( 1 ) Common Stock 40,420 $ 0 0 I By Venture Capital Multiplier Fund ( 3 )
Series D Preferred Stock ( 1 ) 10/22/2018 C 272,107 ( 1 ) ( 1 ) Common Stock 272,107 $ 0 0 I By Hatteras Venture Partners III, LP ( 3 )
Series D Preferred Stock ( 1 ) 10/22/2018 C 24,709 ( 1 ) ( 1 ) Common Stock 24,709 $ 0 0 I By Hatteras Venture Affiliates III, LP ( 3 )
Series D Preferred Stock ( 1 ) 10/22/2018 C 226,061 ( 1 ) ( 1 ) Common Stock 226,061 $ 0 0 I By Venture Capital Multiplier Fund ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thorp Clay
C/O PHASEBIO PHARMACEUTICALS, INC.
1 GREAT VALLEY PARKWAY, SUITE 30
MALVERN, PA19355
X X
Signatures
/s/ Darren K. DeStefano, Attorney-in-Fact 10/24/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date.
( 2 )Catalysta Ventures, LLC ("Catalysta") is the general partner of Hatteras Venture Partners I, LP ("HVP I"). The securities held directly by HVP I are indirectly held by Catalysta. The reporting person is a manager of Catalysta and may be deemed to share voting and dispositive power with regard to the securities held directly by Catalysta and HVP I. The reporting person disclaims beneficial ownership of the securities held by Catalysta and HVP I except to the extent of his pecuniary interest therein.
( 3 )Hatteras Venture Advisors III, LLC ("HVA III") is the general partner of Hatteras Venture Partners III, LP ("HVP III"), Hatteras Venture Affiliates III, LP ("HV Affiliates") and Venture Capital Multiplier Fund ("Multiplier Fund"). The securities held directly by HVP III, HV Affiliates and Multiplier Fund are indirectly held by HVA III. The reporting person is a manager of HVA III and may be deemed to share voting and dispositive power with regard to the securities directly held by HVP III, HV Affiliates and Multiplier Fund. The reporting person disclaims beneficial ownership of the securities held by HVP III, HV Affiliates and Multiplier Fund except to the extent of his pecuniary interest therein.
( 4 )Represents the net exercise of the warrants immediately prior to, and contingent upon, the closing of the Issuer's initial public offering.
( 5 )The warrants were exercisable until, and were scheduled to expire upon, the closing of the Issuer's initial public offering.

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