SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Perricelli Scott (Last) (First) (Middle) C/O PHREESIA, INC. 432 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10016 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Phreesia, Inc. [ PHR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/11/2020
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/11/2020		J(1)		3,618,234	D	$0.00	0	I	See Footnote(2)
Common Stock	06/11/2020		J(3)		159,164	D	$0.00	0	I	See Footnote(4)
Common Stock	06/11/2020		J(5)		551,319	A	$0.00	551,319	I	See Footnote(6)
Common Stock	06/11/2020		J(7)		551,319	D	$0.00	0	I	See Footnote(6)
Common Stock	06/11/2020		J(8)		44,770	A	$0.00	44,770	D
Common Stock	06/11/2020		J(9)		21,543	A	$0.00	21,543	I	See Footnote(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by LLR Equity Partners IV, L.P. ("LLR IV") without consideration to its limited partners and its general partner, LLR Capital IV, L.P.

2. Shares held directly by LLR IV. LLR Capital IV, L.P. is the general partner of LLR IV. LLR Capital IV, LLC is the general partner of LLR Capital IV, L.P. Each of these entities expressly disclaims beneficial ownership of the shares listed above except to the extent of any pecuniary interest therein.

3. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by LLR Equity Partners Parallel IV, L.P. ("LLR Parallel IV") without consideration to its limited partners and its general partner, LLR Capital IV, L.P.

4. Shares held directly by LLR Parallel IV. LLR Capital IV, L.P. is the general partner of LLR Parallel IV. LLR Capital IV, LLC is the general partner of LLR Capital IV, L.P. Each of these entities expressly disclaims beneficial ownership of the shares listed above except to the extent of any pecuniary interest therein.

5. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distribution described in footnotes (1) and (3). The shares are held by LLR Capital IV, L.P. The Reporting Person is the general partner of LLR Capital IV, L.P. Each of these entities and expressly disclaims beneficial ownership of the shares listed above except to the extent of any pecuniary interest therein.

6. Shares held directly by LLR Capital IV, L.P.

7. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by LLR Capital IV, L.P. without consideration to its partners.

8. (Represents the receipt of shares of Common Stock of the Issuer by the Reporting Person by virtue of the pro-rata in-kind distributions described above.

9. Represents the receipt of shares of Common Stock of the Issuer by The 2014 Perricelli Investment Trust by virtue of the pro-rata in-kind distributions described above. The Reporting Person expressly disclaims beneficial ownership of the shares listed above except to the extent of any pecuniary interest therein.

Remarks:

	/s/ Scott Perricelli	02/12/2020
	** 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 4 (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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