Sec Form 4 Filing - NEW ENTERPRISE ASSOCIATES 13 LP @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person NEW ENTERPRISE ASSOCIATES 13 LP 2. Issuer Name and Ticker or Trading Symbol PhaseBio Pharmaceuticals Inc [ PHAS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1954 GREENSPRING DRIVE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 10/22/2018 (Street) TIMONIUM, MD21093 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 4,841,634 A 4,841,634 I See Note 2 ( 2 ) Common Stock 10/22/2018 P 1,800,000 A $ 5 6,641,634 I See Note 2 ( 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 X( 3 ) 49,030 ( 4 ) ( 4 ) Series B Preferred Stock 49,030 $ 0 0 I See Note 2 ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2018 X( 3 ) 49,030 ( 1 ) ( 1 ) Common Stock 49,030 $ 0.12 3,280,804 I See Note 2 ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2018 S( 3 ) 1,177 ( 1 ) ( 1 ) Common Stock 1,177 $ 5 3,279,627 I See Note 2 ( 2 ) Series B Preferred Stock ( 1 ) 10/22/2018 C 3,279,627 ( 1 ) ( 1 ) Common Stock 3,279,627 $ 0 0 I See Note 2 ( 2 ) Warrants to Purchase Series C-1 Preferred Stock $ 0.12 10/22/2018 X( 3 ) 181,190 ( 4 ) ( 4 ) Series C-1 Preferred Stock 181,190 $ 0 0 I See Note 2 ( 2 ) Series C-1 Preferred Stock ( 1 ) 10/22/2018 X( 3 ) 181,190 ( 1 ) ( 1 ) Common Stock 181,190 $ 0.12 442,055 I See Note 2 ( 2 ) Series C-1 Preferred Stock ( 1 ) 10/22/2018 S( 3 ) 4,349 ( 1 ) ( 1 ) Common Stock 4,349 $ 5 437,706 I See Note 2 ( 2 ) Series C-1 Preferred Stock ( 1 ) 10/22/2018 C 437,706 ( 1 ) ( 1 ) Common Stock 437,706 $ 0 0 I See Note 2 ( 2 ) Series D Preferred Stock ( 1 ) 10/22/2018 C 1,124,301 ( 1 ) ( 1 ) Common Stock 1,124,301 $ 0 0 I See Note 2 ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEW ENTERPRISE ASSOCIATES 13 LP 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X NEA Partners 13, Limited Partnership 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X NEA 13 GP, Ltd 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X BARRETT M JAMES 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X BARRIS PETER J 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X BASKETT FOREST 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X KERINS PATRICK J 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X MOTT DAVID M 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X Viswanathan Ravi 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X Signatures /s/ Sasha Keough, 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 )The securities are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins, David M. Mott, Scott D. Sandell and Ravi Viswanathan. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 securities in which the Indirect Reporting Persons have no pecuniary interest. ( 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.