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^*

TUFTS LINDA

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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 AA Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	119,408	⁽¹⁾	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Series AA Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	12,025	⁽¹⁾	I	By FSV II, LP⁽²⁾
Series AA Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	56,874	⁽¹⁾	I	By FSV II-B, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	340,367	⁽¹⁾	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	34,276	⁽¹⁾	I	By FSV II, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	162,117	⁽¹⁾	I	By FSV II-B, LP⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	37,530	⁽¹⁾	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,779	⁽¹⁾	I	By FSV II, LP⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	17,875	⁽¹⁾	I	By FSV II-B, LP⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	63,688	⁽¹⁾	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,413	⁽¹⁾	I	By FSV II, LP⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	30,334	⁽¹⁾	I	By FSV II-B, LP⁽²⁾
Warrants to Purchase Series B Preferred Stock	⁽³⁾	12/22/2019	Series B Preferred Stock⁽¹⁾	5,471	$9.66	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Warrants to Purchase Series B Preferred Stock	⁽³⁾	⁽⁴⁾	Series B Preferred Stock⁽¹⁾	7,054	$0.12	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Warrants to Purchase Series B Preferred Stock	⁽³⁾	12/22/2019	Series B Preferred Stock⁽¹⁾	551	$9.66	I	By FSV II, LP⁽²⁾
Warrants to Purchase Series B Preferred Stock	⁽³⁾	⁽⁴⁾	Series B Preferred Stock⁽¹⁾	710	$0.12	I	By FSV II, LP⁽²⁾
Warrants to Purchase Series B Preferred Stock	⁽³⁾	12/22/2019	Series B Preferred Stock⁽¹⁾	2,606	$9.66	I	By FSV II-B, LP⁽²⁾
Warrants to Purchase Series B Preferred Stock	⁽³⁾	⁽⁴⁾	Series B Preferred Stock⁽¹⁾	3,359	$0.12	I	By FSV II-B, LP⁽²⁾
Warrants to Purchase Series C-1 Preferred Stock	⁽³⁾	⁽⁴⁾	Series C-1 Preferred Stock⁽¹⁾	9,847	$0.12	I	By Fletcher Spaght Ventures II, LP⁽²⁾
Warrants to Purchase Series C-1 Preferred Stock	⁽³⁾	⁽⁴⁾	Series C-1 Preferred Stock⁽¹⁾	991	$0.12	I	By FSV II, LP⁽²⁾
Warrants to Purchase Series C-1 Preferred Stock	⁽³⁾	⁽⁴⁾	Series C-1 Preferred Stock⁽¹⁾	4,690	$0.12	I	By FSV II-B, LP⁽²⁾

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. FSA II, LLC is the general partner of the general partner of Fletcher Spaght Ventures II, LP and FSV II-B, LP and the manager of the general partner of FSV II, LP. The reporting person is a managing member of FSA II, LLC and disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.

3. Immediately exercisable.

4. The warrants terminate upon the closing of the Issuer's initial public offering.

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.
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