Sec Form 4 Filing - Thorp Clay @ PhaseBio Pharmaceuticals Inc - 2019-07-01

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) 07/01/2019 (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 07/01/2019 S( 1 ) 2,014 D $ 14 ( 2 ) 1,818,638 ( 3 ) I By Hatteras Venture Partners III, LP ( 4 ) Common Stock 07/01/2019 S( 1 ) 180 D $ 14 ( 2 ) 162,890 ( 3 ) I By Hatteras Venture Affiliates III, LP ( 4 ) Common Stock 07/01/2019 S( 1 ) 255 D $ 14 ( 2 ) 52,397 ( 3 ) I By Hatteras Venture Partners I, LP ( 5 ) Common Stock 07/01/2019 S( 1 ) 459 D $ 14 ( 2 ) 415,959 I By Venture Capital Multiplier Fund ( 6 )

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

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/ John Sharp, by power of attorney 07/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by HVP III, HV Affiliates, HVP I and Multiplier Fund (each as defined in Footnotes (4), (5) and (6) below). ( 2 )The price reported in column 4 is a weighted average price. These shares were sold on multiple transactions at prices ranging from $14.00 to $14.01. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )Amount has been adjusted to correct a de minimis clerical error in previous filings. ( 4 )Hatteras Venture Advisors III, LLC ("HVA III") is the general partner of Hatteras Venture Partners III, LP ("HVP III") and Hatteras Venture Affiliates III, LP ("HV Affiliates"). The securities held directly by HVP III and HV Affiliates 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 and HV Affiliates except to the extent of his pecuniary interest therein. ( 5 )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. ( 6 )Hatteras Venture Advisors V, LLC ("HVA V") is the general partner of Venture Capital Multiplier Fund ("Multiplier Fund"). The securities held directly by Multiplier Fund are indirectly held by HVA V. The reporting person is a manager of HVA V and may be deemed to share voting and dispositive power with regard to the securities held by Multiplier Fund. The reporting person disclaims beneficial ownership of the securities held by Multiplier Fund except to the extent of his pecuniary interest therein.

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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