SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Arnold Susan Elizabeth

(Last)

(First)

(Middle)

C/O PHASEBIO PHARMACEUTICALS, INC.

1 GREAT VALLEY PARKWAY, SUITE 30

(Street)

MALVERN

19355

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/17/2018

3. Issuer Name and Ticker or Trading Symbol
PhaseBio Pharmaceuticals Inc [ PHAS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Preclinical and Chem.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,203	⁽¹⁾	D
Warrants to Purchase Series B Preferred Stock	⁽²⁾	⁽²⁾	Series B Preferred Stock⁽¹⁾	103	$0.12	D
Employee Stock Option (right to buy)	03/01/2014	01/27/2020	Common Stock	5,423	$1.16	D
Employee Stock Option (right to buy)	10/01/2014	10/01/2020	Common Stock	5,423	$1.16	D
Employee Stock Option (right to buy)	07/12/2015	07/12/2021	Common Stock	4,519	$1.74	D
Employee Stock Option (right to buy)	05/31/2016	10/12/2022	Common Stock	5,875	$2.27	D
Employee Stock Option (right to buy)	03/14/2018	03/31/2024	Common Stock	3,328	$1.24	D
Employee Stock Option (right to buy)	⁽³⁾	05/13/2025	Common Stock	27,116	$1.7	D
Employee Stock Option (right to buy)	⁽⁴⁾	05/12/2026	Common Stock	28,250	$1.69	D
Employee Stock Option (right to buy)	⁽⁵⁾	04/21/2027	Common Stock	9,038	$1.44	D
Employee Stock Option (right to buy)	⁽⁶⁾	05/03/2028	Common Stock	18,077	$2.26	D

Explanation of Responses:

1. Each share of Preferred Stock is convertible at any time at the option of the holder into Common Stock, has no expiration date and will convert into shares of Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering.

2. The warrants are immediately exercisable and terminate upon the closing of the Issuer's initial public offering.

3. 25% of the shares subject to the option vested on May 13, 2016 (the "Initial Vesting Date"), and the remainder of the shares subject to the option shall vest in equal monthly installments over 36 months on the same day of the month as the Initial Vesting Date, subject to the reporting person's continued service through each such date.

4. The shares subject to the option shall vest in equal monthly installments over 48 months from March 1, 2016, subject to the reporting person's continued service through each such date.

5. The shares subject to the option shall vest in equal monthly installments over 48 months from March 1, 2017, subject to the reporting person's continued service through each such date.

6. The shares subject to the option shall vest in equal monthly installments over 48 months from March 1, 2018, subject to the reporting person's continued service through each such date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Darren K. DeStefano, Attorney-in-Fact	10/17/2018
	** 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 5 (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.