Sec Form 4 Filing - TUFTS LINDA @ PhaseBio Pharmaceuticals Inc - 2018-10-22

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 TUFTS LINDA 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 _____ 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 10/22/2018 C 577,486 A 577,486 I By Fletcher Spaght Ventures II, LP ( 2 ) Common Stock 10/22/2018 P 12,682 A $ 5 590,168 I By Fletcher Spaght Ventures II, LP ( 2 ) Common Stock 10/22/2018 C 58,152 A 58,152 I By FSV II, LP ( 2 ) Common Stock 10/22/2018 P 1,277 A $ 5 59,429 I By FSV II, LP ( 2 ) Common Stock 10/22/2018 C 275,055 A 275,055 I By FSV II-B, LP ( 2 ) Common Stock 10/22/2018 P 6,041 A $ 5 281,096 I By FSV II-B, LP ( 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 (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( 3 ) 7,053 ( 4 ) ( 4 ) Series B Preferred Stock ( 1 ) 7,053 $ 0 0 I By Fletcher Spaght Ventures II, LP ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2018 M( 3 ) 7,053 ( 1 ) ( 1 ) Common Stock 7,053 $ 0.12 347,420 I By Fletcher Spaght Ventures II, LP ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2018 S( 3 ) 170 ( 1 ) ( 1 ) Common Stock 170 $ 5 347,250 I By Fletcher Spaght Ventures II, LP ( 2 ) Warrants to Purchase Series B Preferred Stock $ 0.12 10/22/2018 M( 3 ) 710 ( 4 ) ( 4 ) Series B Preferred Stock ( 1 ) 710 $ 0 0 I By FSV II, LP ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2018 M( 3 ) 710 ( 1 ) ( 1 ) Common Stock 710 $ 0.12 34,986 I By FSV II, LP ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2018 S( 3 ) 18 ( 1 ) ( 1 ) Common Stock 18 $ 5 34,968 I By FSV II, LP ( 2 ) Warrants to Purchase Series B Preferred Stock $ 0.12 10/22/2018 M( 3 ) 3,359 ( 4 ) ( 4 ) Series B Preferred Stock ( 1 ) 3,359 $ 0 0 I By FSV II-B, LP ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2018 M( 3 ) 3,359 ( 1 ) ( 1 ) Common Stock 3,359 $ 0.12 165,476 I By FSV II-B, LP ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2018 S( 3 ) 81 ( 1 ) ( 1 ) Common Stock 81 $ 5 165,395 I By FSV II-B, LP ( 2 ) Warrants to Purchase Series C-1 Preferred Stock $ 0.12 10/22/2018 M( 3 ) 9,847 ( 4 ) ( 4 ) Series C-1 Preferred Stock ( 1 ) 9,847 $ 0 0 I By Fletcher Spaght Ventures II, LP ( 2 ) Series C-1 Preferred Stock ( 1 ) 10/22/2018 M( 3 ) 9,847 ( 1 ) ( 1 ) Common Stock 9,847 $ 0.12 47,377 I By Fletcher Spaght Ventures II, LP ( 2 ) Series C-1 Preferred Stock ( 1 ) 10/22/2018 S( 3 ) 237 ( 1 ) ( 1 ) Common Stock 237 $ 5 47,140 I By Fletcher Spaght Ventures II, LP ( 2 ) Warrants to Purchase Series C-1 Preferred Stock $ 0.12 10/22/2018 M( 3 ) 991 ( 4 ) ( 4 ) Series C-1 Preferred Stock ( 1 ) 991 $ 0 0 I By FSV II, LP ( 2 ) Series C-1 Preferred Stock ( 1 ) 10/22/2018 M( 3 ) 991 ( 1 ) ( 1 ) Common Stock 991 $ 0.12 4,770 I By FSV II, LP ( 2 ) Series C-1 Preferred Stock ( 1 ) 10/22/2018 S( 3 ) 24 ( 1 ) ( 1 ) Common Stock 24 $ 5 4,746 I By FSV II, LP ( 2 ) Warrants to Purchase Series C-1 Preferred Stock $ 0.12 10/22/2018 M( 3 ) 4,690 ( 4 ) ( 4 ) Series C-1 Preferred Stock ( 1 ) 4,690 $ 0 0 I By FSV II-B, LP ( 2 ) Series C-1 Preferred Stock ( 1 ) 10/22/2018 M( 3 ) 4,690 ( 1 ) ( 1 ) Common Stock 4,690 $ 0.12 22,565 I By FSV II-B, LP ( 2 ) Series C-1 Preferred Stock ( 1 ) 10/22/2018 S( 3 ) 113 ( 1 ) ( 1 ) Common Stock 113 $ 5 22,452 I By FSV II-B, LP ( 2 ) Series AA Preferred Stock ( 1 ) 10/22/2018 C 119,408 ( 1 ) ( 1 ) Common Stock 119,408 $ 0 0 I By Fletcher Spaght Ventures II, LP ( 2 ) Series AA Preferred Stock ( 1 ) 10/22/2018 C 12,025 ( 1 ) ( 1 ) Common Stock 12,025 $ 0 0 I By FSV II, LP ( 2 ) Series AA Preferred Stock ( 1 ) 10/22/2018 C 56,874 ( 1 ) ( 1 ) Common Stock 56,874 $ 0 0 I By FSV II-B, LP ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2018 C 347,250 ( 1 ) ( 1 ) Common Stock 347,250 $ 0 0 I By Fletcher Spaght Ventures II, LP ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2018 C 34,968 ( 1 ) ( 1 ) Common Stock 34,968 $ 0 0 I By FSV II, LP ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2018 C 165,395 ( 1 ) ( 1 ) Common Stock 165,395 $ 0 0 I By FSV II-B, LP ( 2 ) Series C-1 Preferred Stock ( 1 ) 10/22/2018 C 47,140 ( 1 ) ( 1 ) Common Stock 47,140 $ 0 0 I By Fletcher Spaght Ventures II, LP ( 2 ) Series C-1 Preferred Stock ( 1 ) 10/22/2018 C 4,746 ( 1 ) ( 1 ) Common Stock 4,746 $ 0 0 I By FSV II, LP ( 2 ) Series C-1 Preferred Stock ( 1 ) 10/22/2018 C 22,452 ( 1 ) ( 1 ) Common Stock 22,452 $ 0 0 I By FSV II-B, LP ( 2 ) Series D Preferred Stock ( 1 ) 10/22/2018 C 63,688 ( 1 ) ( 1 ) Common Stock 63,688 $ 0 0 I By Fletcher Spaght Ventures II, LP ( 2 ) Series D Preferred Stock ( 1 ) 10/22/2018 C 6,413 ( 1 ) ( 1 ) Common Stock 6,413 $ 0 0 I By FSV II, LP ( 2 ) Series D Preferred Stock ( 1 ) 10/22/2018 C 30,334 ( 1 ) ( 1 ) Common Stock 30,334 $ 0 0 I By FSV II-B, LP ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TUFTS LINDA C/O PHASEBIO PHARMACEUTICALS, INC. 1 GREAT VALLEY PARKWAY, SUITE 30 MALVERN, PA19355 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 )FSA II, LLC is the general partner of the general partner of Fletcher Spaght Ventures II, LP and FSV II-B, LP and the manager of the general partner of FSV II, LP. The reporting person is a managing member of FSA II, LLC and disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein. ( 3 )Represents the net exercise of the warrants immediately prior to, and contingent upon, the closing of the Issuer's initial public offering. ( 4 )The warrants were exercisable until, and were scheduled to expire upon, the closing of the Issuer's initial public offering.

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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