Sec Form 4 Filing - Polaris Venture Management Co. V, L.L.C. @ Phreesia, Inc. - 2019-07-22

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 Polaris Venture Management Co. V, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Phreesia, Inc. [ PHR] 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) C/O POLARIS PARTNERS, ONE MARINA PARK DRIVE, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/22/2019 (Street) BOSTON, MA02210 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 07/22/2019 C 3,828,872 A 3,828,872 I By Polaris Venture Partners V, L.P. ( 2 ) Common Stock 07/22/2019 C 74,624 A 74,624 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. ( 2 ) Common Stock 07/22/2019 C 26,227 A 26,227 I By Polaris Venture Partners Founders' Fund V, L.P. ( 2 ) Common Stock 07/22/2019 C 38,289 A 38,289 I By Polaris Venture Partners Special Founders' Fund V, L.P. ( 2 ) Common Stock 07/22/2019 S( 3 ) 382,887 D $ 18 3,445,985 I By Polaris Venture Partners V, L.P. ( 2 ) Common Stock 07/22/2019 S( 3 ) 7,462 D $ 18 67,162 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. ( 2 ) Common Stock 07/22/2019 S( 3 ) 2,622 D $ 18 23,605 I By Polaris Venture Partners Founders' Fund V, L.P. ( 2 ) Common Stock 07/22/2019 S( 3 ) 3,828 D $ 18 34,461 I By Polaris Venture Partners Special Founders' Fund V, L.P. ( 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 Junior Convertible Preferred Stock ( 1 ) 07/22/2019 C 8,413,256 ( 1 ) ( 1 ) Common Stock 3,828,872 ( 1 ) 0 I By Polaris Venture Partners V, L.P. ( 2 ) Junior Convertible Preferred Stock ( 1 ) 07/22/2019 C 163,973 ( 1 ) ( 1 ) Common Stock 74,624 ( 1 ) 0 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. ( 2 ) Junior Convertible Preferred Stock ( 1 ) 07/22/2019 C 57,631 ( 1 ) ( 1 ) Common Stock 26,227 ( 1 ) 0 I By Polaris Venture Partners Founders' Fund V, L.P. ( 2 ) Junior Convertible Preferred Stock ( 1 ) 07/22/2019 C 84,134 ( 1 ) ( 1 ) Common Stock 38,289 ( 1 ) 0 I By Polaris Venture Partners Special Founders' Fund V, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Polaris Venture Management Co. V, L.L.C. C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X Polaris Venture Partners Founders' Fund V, L.P. C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON02210 X Polaris Venture Partners V, L.P. C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X Polaris Venture Partners Entrepreneurs' Fund V, L.P. C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X Polaris Venture Partners Special Founders' Fund V, L.P. C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X Flint Jonathan A C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X MCGUIRE TERRANCE C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON, MA02210 X Signatures Lauren Crockett, as attorney-in-fact for Polaris Venture Management Co. V, L.L.C. 07/24/2019 Signature of Reporting Person Date Lauren Crockett, as attorney-in-fact for Polaris Venture Partners V, L.P. 07/24/2019 Signature of Reporting Person Date Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Entrepreneurs' Fund V, L.P. 07/24/2019 Signature of Reporting Person Date Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Founders' Fund V, L.P. 07/24/2019 Signature of Reporting Person Date Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Special Founders' Fund V, L.P. 07/24/2019 Signature of Reporting Person Date Lauren Crockett, as attorney-in-fact for Jonathan A. Flint 07/24/2019 Signature of Reporting Person Date Lauren Crockett, as attorney-in-fact for Terrance G. McGuire 07/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the closing of the Issuer's initial public offering, all shares of Junior Convertible Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-2.1973 basis. The Junior Convertible Preferred Stock had no expiration date. ( 2 )Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of Polaris Venture Management Co. V, L.L.C. ("PVM"), which is the sole general partner for each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V"), Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"), and Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSF V", and together with PVP V, PVPEF V, and PVPFF V, the "Polaris Funds"). Each of Flint, McGuire, and PVM may be deemed to beneficially own the shares held by the Polaris Funds, but Flint, McGuire and PVM disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein. ( 3 )These shares were sold in a firm commitment underwritten public offering pursuant to an underwriting agreement dated as of July 17, 2019 by and among the Issuer, the several underwriters and the selling stockholders identified 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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