Sec Form 4 Filing - HLM VENTURE PARTNERS II, L.P. @ 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 HLM VENTURE PARTNERS II, L.P. 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) 116 HUNTINGTON AVENUE, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/22/2019 (Street) BOSTON, MA02116 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 4,323,864 A 4,323,864 I See Footnote ( 2 ) Common Stock 07/22/2019 C 414,880 A 4,738,744 I See Footnote ( 2 ) Common Stock 07/22/2019 S( 4 ) 540,229 D $ 18 4,198,515 I See Footnote ( 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 9,500,911 ( 1 ) ( 1 ) Common Stock 4,323,864 ( 1 ) 0 I See Footnote ( 2 ) Senior A Preferred Stock ( 3 ) 07/22/2019 C 911,624 ( 3 ) ( 3 ) Common Stock 414,880 ( 3 ) 0 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HLM VENTURE PARTNERS II, L.P. 116 HUNTINGTON AVENUE, 9TH FLOOR BOSTON, MA02116 X HLM VENTURE ASSOCIATES II, LLC 116 HUNTINGTON AVENUE, 9TH FLOOR BOSTON, MA02116 X CAHILL EDWARD L 116 HUNTINGTON AVENUE, 9TH FLOOR BOSTON, MA02116 X X GRUA PETER J 116 HUNTINGTON AVENUE, 9TH FLOOR BOSTON, MA02116 X Signatures /s/ Charles Kallenbach by Power of Attorney For HLM Venture Partners II, L.P. 07/24/2019 Signature of Reporting Person Date /s/ Charles Kallenbach by Power of Attorney for HLM Venture Associates II, L.L.C. 07/24/2019 Signature of Reporting Person Date /s/ Charles Kallenbach by Power of Attorney for Edward L. Cahill 07/24/2019 Signature of Reporting Person Date /s/ Charles Kallenbach by Power of Attorney for Peter J. Grua 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 )Shares held directly by HLM Venture Partners II, L.P. HLM Venture Associates II, L.L.C. is the general partner of HLM Venture Partners II, L.P. Edward L. Cahill and Peter J. Grua (collectively, the "Managing Members") are the managing members of HLM Venture Associates II, L.L.C. and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of record by HLM Venture Partners II, L.P. Each of the entities and the Managing Members disclaim beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose. ( 3 )Upon the closing of the Issuer's initial public offering, all shares of Senior A Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-2.1973 basis. The Senior A Preferred Stock had no expiration date. ( 4 )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).

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