0000899243-19-019833.txt : 20190717 0000899243-19-019833.hdr.sgml : 20190717 20190717194845 ACCESSION NUMBER: 0000899243-19-019833 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190717 FILED AS OF DATE: 20190717 DATE AS OF CHANGE: 20190717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Management Co. V, L.L.C. CENTRAL INDEX KEY: 0001439589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38977 FILM NUMBER: 19960245 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Founders' Fund V, L.P. CENTRAL INDEX KEY: 0001439588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38977 FILM NUMBER: 19960246 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners V, L.P. CENTRAL INDEX KEY: 0001439590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38977 FILM NUMBER: 19960247 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Entrepreneurs' Fund V, L.P. CENTRAL INDEX KEY: 0001439587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38977 FILM NUMBER: 19960248 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Special Founders' Fund V, L.P. CENTRAL INDEX KEY: 0001439586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38977 FILM NUMBER: 19960249 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flint Jonathan A CENTRAL INDEX KEY: 0001295676 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38977 FILM NUMBER: 19960250 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCGUIRE TERRANCE CENTRAL INDEX KEY: 0001117003 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38977 FILM NUMBER: 19960251 MAIL ADDRESS: STREET 1: C/O POLARIS VENTURE PARTNERS LP STREET 2: 1000 WINTER STREET, SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Phreesia, Inc. CENTRAL INDEX KEY: 0001412408 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 432 PARK AVENUE S. STREET 2: 12TH FLOOR CITY: New York STATE: NY ZIP: 10016 BUSINESS PHONE: 646-747-9959 MAIL ADDRESS: STREET 1: 432 PARK AVENUE S. STREET 2: 12TH FLOOR CITY: New York STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: Phreesia Inc DATE OF NAME CHANGE: 20070914 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-07-17 0 0001412408 Phreesia, Inc. PHR 0001439589 Polaris Venture Management Co. V, L.L.C. C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON MA 02210 0 0 1 0 0001439588 Polaris Venture Partners Founders' Fund V, L.P. C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON 02210 0 0 1 0 0001439590 Polaris Venture Partners V, L.P. C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON MA 02210 0 0 1 0 0001439587 Polaris Venture Partners Entrepreneurs' Fund V, L.P. C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON MA 02210 0 0 1 0 0001439586 Polaris Venture Partners Special Founders' Fund V, L.P. C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON MA 02210 0 0 1 0 0001295676 Flint Jonathan A C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON MA 02210 0 0 1 0 0001117003 MCGUIRE TERRANCE C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON MA 02210 0 0 1 0 Junior Convertible Preferred Stock Common Stock 3828872 I By Polaris Venture Partners V, L.P. Junior Convertible Preferred Stock Common Stock 74624 I By Polaris Venture Partners Entrepreneurs' Fund V, L.P. Junior Convertible Preferred Stock Common Stock 26227 I By Polaris Venture Partners Founders' Fund V, L.P. Junior Convertible Preferred Stock Common Stock 38289 I By Polaris Venture Partners Special Founders' Fund V, L.P. The Junior Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a one-for-2.1973 basis. Upon the closing of the Issuer's initial public offering, all shares of Junior Convertible Preferred Stock will automatically convert into shares of Common Stock of the Issuer. The Junior Convertible Preferred Stock has no expiration date. Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of Polaris Venture Management Co. V, L.L.C. ("PVM"), which is the sole general partner for each of Polaris Venture Partners V, L.P. ("PVP V"), Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V"), Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"), and Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSF V", and together with PVP V, PVPEF V, and PVPFF V, the "Polaris Funds"). Each of Flint, McGuire, and PVM may be deemed to beneficially own the shares held by the Polaris Funds, but Flint, McGuire, and PVM disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein. Exhibit 24 - Power of Attorney for Jonathan A. Flint and Terrance G. McGuire Lauren Crockett, as attorney-in-fact for Polaris Venture Management Co. V, L.L.C. 2019-07-17 Lauren Crockett, as attorney-in-fact for Polaris Venture Partners V, L.P. 2019-07-17 Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Entrepreneurs' Fund V, L.P. 2019-07-17 Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Founders' Fund V, L.P. 2019-07-17 Lauren Crockett, as attorney-in-fact for Polaris Venture Partners Special Founders' Fund V, L.P. 2019-07-17 Lauren Crockett, as attorney-in-fact for Jonathan A. Flint 2019-07-17 Lauren Crockett, as attorney-in-fact for Terrance G. McGuire 2019-07-17 EX-24 2 attachment1.htm EX-24 DOCUMENT
                               POWER OF ATTORNEY

        The undersigned (the "Reporting Person") hereby constitutes and appoints
Lauren Crockett, signing singly, with full power of substitution, as the
Reporting Person's true and lawful attorney in fact to:

        (1)    prepare, execute in the Reporting Person's name and on the
Reporting Person's behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords enabling the
Reporting Person to make electronic filings with the SEC of Reports required by
Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation
of the SEC;

        (2)   prepare and file on behalf of such Reporting Person any and all
reports, notices, communications and other documents (including, but not limited
to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5)
that such Reporting Person may be required to file with the SEC pursuant to the
Securities Act of 1933, as amended (together with the implementing regulations
thereto, the "Act") and the Securities Exchange Act of 1934, as amended
(together with the implementing regulations thereto, the "Exchange Act")
(collectively, the "Reports") with respect to the Reporting Person's (a) status
as an officer or director of, or (b) ownership of, or transactions in, the
securities of, any entity whose securities are beneficially owned (directly or
indirectly) by the Reporting Person ("Portfolio Companies");

        (3)   do and perform any and all acts for and on behalf of the Reporting
Person which may be necessary or desirable to complete and execute any such
Reports, complete and execute any amendment or amendments thereto, and timely
file such form with the SEC and any stock exchange or similar authority; and

        (4)   take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney in fact, may be of benefit
to, in the best interest of, or legally required by, the Reporting Person, it
being understood that the documents executed by such attorney in fact on behalf
of the Reporting Person pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney in fact may approve
in such attorney in fact's discretion.

        The Reporting Person hereby grants to such attorney in fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the Reporting
Person might or could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such attorney in fact,
or such attorney in fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The Reporting Person acknowledges that the foregoing attorney in fact,
in serving in such capacity at the request of the Reporting Person, is not
assuming any of the Reporting Person's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934.

        This Power of Attorney with respect to the Reporting Person shall remain
in full force and effect until such Reporting Person is no longer required to
file any Reports with respect to the Reporting Person's ownership of, or
transactions in, the securities of Portfolio Companies, unless earlier revoked
in a signed writing delivered to the foregoing attorney in fact.

        IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney
to be executed as of this 10th day of June, 2019.


                                        By: /s/ Jonathan Flint
                                            --------------------
                                        Name: Jonathan Flint

EX-24.1 3 attachment2.htm EX-24.1 DOCUMENT
                               POWER OF ATTORNEY

        The undersigned (the "Reporting Person") hereby constitutes and appoints
Lauren Crockett, signing singly, with full power of substitution, as the
Reporting Person's true and lawful attorney in fact to:

        (1)    prepare, execute in the Reporting Person's name and on the
Reporting Person's behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords enabling the
Reporting Person to make electronic filings with the SEC of Reports required by
Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation
of the SEC;

        (2)   prepare and file on behalf of such Reporting Person any and all
reports, notices, communications and other documents (including, but not limited
to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5)
that such Reporting Person may be required to file with the SEC pursuant to the
Securities Act of 1933, as amended (together with the implementing regulations
thereto, the "Act") and the Securities Exchange Act of 1934, as amended
(together with the implementing regulations thereto, the "Exchange Act")
(collectively, the "Reports") with respect to the Reporting Person's (a) status
as an officer or director of, or (b) ownership of, or transactions in, the
securities of, any entity whose securities are beneficially owned (directly or
indirectly) by the Reporting Person ("Portfolio Companies");

        (3)   do and perform any and all acts for and on behalf of the Reporting
Person which may be necessary or desirable to complete and execute any such
Reports, complete and execute any amendment or amendments thereto, and timely
file such form with the SEC and any stock exchange or similar authority; and

        (4)   take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney in fact, may be of benefit
to, in the best interest of, or legally required by, the Reporting Person, it
being understood that the documents executed by such attorney in fact on behalf
of the Reporting Person pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney in fact may approve
in such attorney in fact's discretion.

        The Reporting Person hereby grants to such attorney in fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the Reporting
Person might or could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such attorney in fact,
or such attorney in fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The Reporting Person acknowledges that the foregoing attorney in fact,
in serving in such capacity at the request of the Reporting Person, is not
assuming any of the Reporting Person's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934.

        This Power of Attorney with respect to the Reporting Person shall remain
in full force and effect until such Reporting Person is no longer required to
file any Reports with respect to the Reporting Person's ownership of, or
transactions in, the securities of Portfolio Companies, unless earlier revoked
in a signed writing delivered to the foregoing attorney in fact.

        IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney
to be executed as of this 10th day of June, 2019.


                                        By: /s/ Terrance McGuire
                                            --------------------
                                        Name: Terrance McGuire