Sec Form 13G Filing - Polaris Venture Partners V L.P. @ Phreesia Inc.

Sec Form 13G Filing - Polaris Venture Partners V L.P. filing for Phreesia Inc. (PHR) - 2020-02-12

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2 (b)

(Amendment No. )

Phreesia, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

71944F106

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP #71944F106

(1)

All such are held of record by PVP V (as defined in Item 2(a) below). PVM V (as defined in Item 2(a) below), the general partner of PVP V, may be deemed to have voting, investment and dispositive power with respect to these securities. Jonathan A. Flint and Terrance G. McGuire, the managing members of PVM V, may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 35,885,084 shares of Common Stock outstanding as of December 6, 2019, as reported on the Issuer’s Quarterly Report on Form 10-Q, for the quarter ended October 31, 2019, as filed with the United States Securities and Exchange Commission on December 10, 2019 (the “Form 10-Q”).

CUSIP #14161W105

(1)

All such are held of record by PVPE V (as defined in Item 2(a) below). PVM V, the general partner of PVPE V, may be deemed to have voting, investment and dispositive power with respect to these securities. Jonathan A. Flint and Terrance G. McGuire, the managing members of PVM V, may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 35,885,084 shares of Common Stock outstanding as of December 6, 2019, as reported on the Issuer’s Form 10-Q.

CUSIP #71944F106

(1)

All such are held of record by PVPFF V (as defined in Item 2(a) below). PVM V, the general partner of PVPFF V, may be deemed to have voting, investment and dispositive power with respect to these securities. Jonathan A. Flint and Terrance G. McGuire, the managing members of PVM V, may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 35,885,084 shares of Common Stock outstanding as of December 6, 2019, as reported on the Issuer’s Form 10-Q.

CUSIP #71944F106

(1)

All such are held of record by PVPSFF V (as defined in Item 2(a) below). PVM V, the general partner of PVPSFF V, may be deemed to have voting, investment and dispositive power with respect to these securities. Jonathan A. Flint and Terrance G. McGuire, the managing members of PVM V, may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 35,885,084 shares of Common Stock outstanding as of December 6, 2019, as reported on the Issuer’s Form 10-Q.

CUSIP #71944F106

(1)

3,101,386 of such shares are held of record by PVP V, 60,446 of such shares are held of record by PVPE V, 21,245 of such shares are held of record by PVPFF V and 31,015 of such shares are held of record by PVPSFF V. PVM V, the general partner of each of PVP V, PVPE V, PVPFF V and PVPSFF V, may be deemed to have voting, investment and dispositive power with respect to these securities. Jonathan A. Flint and Terrance G. McGuire, the managing members of PVM V, may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 35,885,084 shares of Common Stock outstanding as of December 6, 2019, as reported on the Issuer’s Form 10-Q.

CUSIP #71944F106

(1)

(2)	Based on 35,885,084 shares of Common Stock outstanding as of December 6, 2019, as reported on the Issuer’s Form 10-Q.

CUSIP #71944F106

(1)

(2)	Based on 35,885,084 shares of Common Stock outstanding as of December 6, 2019, as reported on the Issuer’s Form 10-Q.

CUSIP #71944F106

ITEM 1(A).

NAME OF ISSUER

Phreesia, Inc. (the “Issuer”)

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

432 Park Ave South, 12th Floor

New York, NY 10016

ITEM 2(A).

NAME OF PERSONS FILING

This Schedule 13G is being filed on behalf of each of the following persons: Polaris Venture Partners V, L.P. (“PVP V”), Polaris Venture Partners Entrepreneurs’ Fund V, L.P. (“PVPE V”), Polaris Venture Partners Founders’ Fund V, L.P. (“PVPFF V”), Polaris Venture Partners Special Founders’ Fund V, L.P. (“PVPSFF V”), Polaris Venture Management Co. V, L.L.C. (“PVM V”), Jonathan A. Flint (“Flint”) and Terrance G. McGuire (“McGuire”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

Flint and McGuire are the sole managing members of PVM V (the sole general partner of each of PVP V, PVPE V, PVPFF V and PVPSFF V). To the extent feasible, PVPE V, PVPFF V and PVPSFF V invest alongside PVP V.

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

The address for each of the Reporting Persons is:

c/o Polaris Partners

One Marina Park Drive, 10^th Floor

Boston, MA 02210

ITEM 2(C).

CITIZENSHIP

PVP V, PVPE V, PVPFF V and PVPSFF V are limited partnerships organized under the laws of the State of Delaware. PVM V is a limited liability company organized under the laws of the State of Delaware.

Flint and McGuire are United States citizens.

ITEM 2(D).

TITLE OF CLASS OF SECURITIES

Common Stock, par value $0.01 per share

ITEM 2(E)

CUSIP NUMBER

71944F106

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

Not applicable.

ITEM 4.

OWNERSHIP

The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons are based upon 35,885,084 shares of Common Stock outstanding as of December 6, 2019, as reported on the Issuer’s Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, as filed with the United States Securities and Exchange Commission on December 10, 2019.

The following information with respect to the ownership of the common stock of the Issuer by the Reporting Persons filing this Statement is provided as of December 31, 2019:

(a) Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b) Percent of Class:

See Row 11 of cover page for each Reporting Person.

(i) Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited partnership agreement of PVP V, PVPE V, PVPFF V and PVPSFF V, and the limited liability company agreement of PVM V, the general and limited partners or members of each such entity, as applicable, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as applicable.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPOR TED ON BY THE PARENT HOLDING COMPANY

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

See Exhibit A.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable

ITEM 10.

CERTIFICATION.

Not applicable

Material to be Filed as Exhibits.

Exhibit A – Agreement regarding filing of joint Schedule 13G.

CUSIP #71944F106

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2020


POLARIS VENTURE PARTNERS V, L.P.
By:		Polaris Venture Management Co. V, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND V, L.P.

By:		Polaris Venture Management Co. V, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE PARTNERS FOUNDERS’ FUND V, L.P.

By:		Polaris Venture Management Co. V, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE PARTNERS SPECIAL FOUNDERS’ FUND V, L.P.

By:		Polaris Venture Management Co. V, L.L.C.

By:		*
		Authorized Signatory

POLARIS VENTURE MANAGEMENT CO. V, L.L.C.

By:		*
		Authorized Signatory

JONATHAN A. FLINT

By:		*
		Jonathan A. Flint

TERRANCE G. MCGUIRE

By:		*
		Terrance G. McGuire


*By:		/s/ Lauren Crockett
Name:		Lauren Crockett
		Attorney-in-Fact

[This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.]

NAME OF REPORTING PERSONS

Polaris Venture Partners V, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware