Sec Form 4 Filing - Roberts Evan @ Phreesia, Inc. - 2022-04-13

Insider filing report for Changes in Beneficial Ownership
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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
Roberts Evan
2. Issuer Name and Ticker or Trading Symbol
Phreesia, Inc. [ PHR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O PHREESIA, INC., 434 FAYETTEVILLE ST., SUITE 1400
3. Date of Earliest Transaction (MM/DD/YY)
04/13/2022
(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 04/13/2022 A 9,253( 1 ) A 723,270( 2 ) D
Common Stock 04/13/2022 F 4,724( 3 ) D $ 28.73 718,546( 2 ) D
Common Stock 04/14/2022 F 1,706( 4 ) D $ 27.63 716,840( 2 ) D
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
Roberts Evan
C/O PHREESIA, INC.
434 FAYETTEVILLE ST., SUITE 1400
RALEIGH, NC27601
Chief Operating Officer
Signatures
/s/ Allison Hoffman by Power of Attorney for Evan Roberts 04/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent awards received in lieu of the Reporting Person's cash bonus earned for the fiscal year ended January 31, 2022 under the Issuer's Senior Executive Cash Incentive Bonus Plan. The Reporting Person elected to convert such cash bonus into RSUs representing 115% of the earned cash bonus amount. The number of RSUs granted are based on a per share value of $28.73, the closing price of the Issuer's common stock on April 13, 2022. The shares underlying these RSUs (excluding shares that are withheld to cover applicable tax withholding obligations) must be held by the Reporting Person until the earlier of (i) the one-year anniversary of the grant date or (ii) a Sale Event (as defined in the Issuer's 2019 Stock Option and Incentive Plan).
( 2 )A portion of these shares represent RSUs. Each RSU represents a contingent right to receive one share of the Issuer's common stock.
( 3 )Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of fully vested RSUs granted on April 13, 2022 and does not represent a sale by the Reporting Person.
( 4 )Represents shares withheld by the Issuer to satisfy withholding obligations in connection with the vesting and settlement of RSUs and does not represent a sale by the Reporting Person.

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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