Sec Form 4 Filing - Indig Chaim @ Phreesia, Inc. - 2022-02-18

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 Indig Chaim 2. Issuer Name and Ticker or Trading Symbol Phreesia, Inc. [ PHR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O PHREESIA, INC., 434 FAYETTEVILLE ST., SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2022 (Street) RALEIGH, NC27601 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 02/18/2022 M 68,434 A $ 4.71 1,230,015( 1 ) D Common Stock 02/18/2022 M 9,672 A $ 8.03 1,239,687( 1 ) D Common Stock 255,000( 2 ) I Indig Dynasty Trust

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 Stock Options (Right to buy) $ 8.03 02/18/2022 M 9,672 ( 3 ) 01/16/2029 Common Stock 9,672 $ 0 12,453 D Stock Options (Right to buy) $ 4.71 02/18/2022 M 68,434 ( 4 ) 01/30/2028 Common Stock 68,434 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Indig Chaim C/O PHREESIA, INC. 434 FAYETTEVILLE ST., SUITE 1400 RALEIGH, NC27601 X Chief Executive Officer Signatures /s/ Allison Hoffman by Power of Attorney for Chaim Indig 02/22/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )A portion of these shares represent Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. ( 2 )These shares are held by a family trust of which the Reporting Person's sister-in-law is the investment advisor and distribution advisor. Members of the Reporting Person's immediate family are the sole beneficiaries of such trust. ( 3 )9,672 options vested on January 17, 2022, and 12,453 options will vest on January 17, 2023. ( 4 )This option is fully vested and exercisable as of the date hereof.

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.