Sec Form 4 Filing - GILLIS STEVEN @ PHASERX, INC. - 2016-05-23

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
GILLIS STEVEN
2. Issuer Name and Ticker or Trading Symbol
PHASERX, INC. [ PZRX]
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)
8755 W. HIGGINS ROAD, SUITE 1025
3. Date of Earliest Transaction (MM/DD/YY)
05/23/2016
(Street)
CHICAGO, IL60631
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 10,048 D
Common Stock 05/23/2016 S 484,903 D $ 0.01 2,049,378 I By ARCH Venture Fund VII, L.P. ( 1 ) ( 2 )
Common Stock 05/23/2016 S 195,156 D $ 0.01 1,854,222 I By ARCH Venture Fund VII, L.P. ( 1 ) ( 2 )
Common Stock 05/23/2016 P 1,000,000 A $ 5 2,854,222 I By ARCH Venture Fund VII, L.P. ( 2 ) ( 3 )
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
Employee Stock Option(right to buy) $ 1.81 05/23/2016 A 9,385 ( 3 ) 02/08/2026 Common Stock 9,385 $ 0 9,385 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GILLIS STEVEN
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X X
Arch Venture Fund VII LP
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners VII, L.P.
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners VII, LLC
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
NELSEN ROBERT
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
BYBEE CLINTON
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
CRANDELL KEITH
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
Signatures
/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Venture Fund VII, L.P. 05/25/2016
Signature of Reporting Person Date
/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Venture Partners VII, L.P. 05/25/2016
Signature of Reporting Person Date
/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VII, LLC 05/25/2016
Signature of Reporting Person Date
/s/ Steve Gillis 05/25/2016
Signature of Reporting Person Date
/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell 05/25/2016
Signature of Reporting Person Date
/s/ Mark McDonnell , as Attorney-in-Fact for Clinton Bybee 05/25/2016
Signature of Reporting Person Date
/s/ Mark McDonnell , as Attorney-in-Fact for Robert Nelsen 05/25/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Common stock held of record by ARCH Venture Fund VII, L.P. ("ARCH VII"). The sole general partner of ARCH VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
( 2 )The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen and they may be deemed to have shared voting and investment power over the shares held by ARCH VII. Dr. Steve Gillis owns an interest in ARCH Partners VII, but does not have dispositive or voting power. Messrs. Crandell, Bybee and Nelsen and Dr. Gillis disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
( 3 )On February 8, 2016, the reporting person was granted an option to purchase shares of common stock. The option vests in 48 equal monthly installments commencing on June 23, 2016, which is one month from the date of the consummation of the Issuer's initial public offering, and subject to the reporting person's continued service to the Issuer.

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