SVP, Life Sciences Linetsky David was granted 1,392 shares and sold $3,063 worth of shares (122 units at $25.11) (SEC Form 4)
$PHR
Business Services
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Phreesia, Inc. [ PHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 09/15/2022 | A(1) | 1,392 | A | $28.72 | 9,792(2) | I | By Spouse | ||
| Common Stock | 12/15/2022 | S(3) | 22 | D | $34.01 | 9,770(2) | I | By Spouse | ||
| Common Stock | 12/18/2023 | S(4) | 100 | D | $23.1527(5) | 9,904(2) | I | By Spouse | ||
| Common Stock | 217,239 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. Represents restricted stock units ("RSUs") issued to the Reporting Person's spouse under the Phreesia, Inc. 2019 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs vest 6.25% on each quarterly vesting date over four years, beginning on December 15, 2022. The transaction was not previously reported due to administrative oversight. Forms 4 filed after the transaction date understated the total common stock holdings of the Reporting Person's spouse by 1,392 shares. |
| 2. The total in Column 5 has been adjusted to correct (i) an overstatement of holdings by 116 shares first reflected in a Form 4 filed on September 14, 2022 and (ii) an overstatement of holdings by 236 shares first reflected in a Form 4 filed on April 12, 2023. |
| 3. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of RSUs and does not represent a sale by the Reporting Person or his spouse. The transaction was not previously reported due to administrative oversight. Forms 4 filed after the transaction date overstated the total common stock holdings of the Reporting Person's spouse by 22 shares. |
| 4. These shares were disposed of in non-discretionary transactions pursuant to the Issuer's mandatory sell-to-cover policy to cover the holder's tax withholding obligations in connection with the settlement of an award of RSUs. The transaction was originally reported in a Form 4 filed on December 20, 2023 that contained an error in the number of shares in Column 4. The transaction is being re-reported in order to correct the number of shares in Column 4. Forms 4 filed after the transaction date understated the total common stock holdings of the Reporting Person's spouse by 134 shares. |
| 5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.96 to $23.33 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| /s/ Allison Hoffman by Power of Attorney for David Linetsky | 05/09/2025 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||