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* Ulevitch Richard J (Last) (First) (Middle) C/O 5AM PARTNERS II LLC 200 SAND HILL ROAD, SUITE 110 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/17/2016	3. Issuer Name and Ticker or Trading Symbol PHASERX, INC. [ PZRX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/17/2016
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
Common Stock	1,243,242(1)(2)	I	By 5AM Ventures II, LP(3)
Common Stock	49,057(1)(4)	I	By 5AM Co-Investors II, LP(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Ulevitch Richard J (Last) (First) (Middle) C/O 5AM PARTNERS II LLC 200 SAND HILL ROAD, SUITE 110 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* 5AM Ventures II LP (Last) (First) (Middle) 5AM VENTURES II, LP 2200 SAND HILL RD STE 110 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* 5AM CO-INVESTORS II LP (Last) (First) (Middle) 5AM CO-INVESTORS II, LP 2200 SAND HILL RD STE 110 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* 5AM Partners II, LLC (Last) (First) (Middle) 5AM PARTNERS II LLC 2200 SAND HILL RD STE 110 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Schwab Andrew J. (Last) (First) (Middle) C/O 5AM PARTNERS II LLC 2200 SAND HILL RD STE 110 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ROCKLAGE SCOTT M (Last) (First) (Middle) C/O 5AM PARTNERS II LLC 2200 SAND HILL RD STE 110 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DIEKMAN JOHN D (Last) (First) (Middle) C/O 5AM PARTNERS II LLC 2200 SAND HILL RD STE 110 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reflects a 1-for-10.656096 reverse stock split effected on May 17, 2016.

2. These shares were reported on the reporting person's original Form 3 as 1,201,390 shares of common stock. These shares have been (i) decreased to reflect the withholding of shares due to cashless exercise of warrants and (ii) increased to reflect an adjustment in the applicable conversion price of certain convertible promissory notes to correct an error in the previously applied conversion price, each of which occurred prior to the reporting person's obligation to file a Form 3.

3. 5AM Partners II LLC is the general partner of each of 5AM Ventures II, LP and 5AM Co-Investors II, LP ("5AM Ventures"). Andrew J. Schwab, John Diekman and Scott M. Rocklage are the managing members of 5AM Partners II LLC and are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own shares held by 5AM Ventures. Dr. Ulevitch is a member of and owns an interest in 5AM Partners II LLC. Accordingly, Mr. Schwab, Dr. Diekman, Mr. Rocklage and Dr. Ulevitch may be deemed to beneficially own the securities held by 5AM Ventures. Mr. Schwab, Dr. Diekman, Mr. Rocklage and Dr. Ulevitch each disclaims beneficial ownership of these securities and this disclosure shall not be deemed an admission that Mr. Schwab, Dr. Diekman, Mr. Rocklage and Dr. Ulevitch is the beneficial owner of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or any other purpose.

4. These shares were reported on the reporting person's original Form 3 as 47,406 shares of common stock. These shares have been (i) decreased to reflect the withholding of shares due to cashless exercise of warrants and (ii) increased to reflect an adjustment in the applicable conversion price of certain convertible promissory notes to correct an error in the previously applied conversion price, each of which occurred prior to the reporting person's obligation to file a Form 3.

	/s/ Andrew J. Schwab, Managing Member of 5AM Partners II LLC	05/23/2016
	/s/ Andrew J. Schwab, Managing Member of the general partner of 5AM Ventures II, LP	05/23/2016
	/s/ Andrew J. Schwab, Managing Member of the general partner of 5AM Co-Investors II, LP	05/23/2016
	/s/ Richard J. Ulevitch	05/23/2016
	/s/ Andrew J. Schwab	05/23/2016
	/s/ Scott M. Rocklage	05/23/2016
	/s/ John Diekman	05/23/2016
	** 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).
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