Phreesia, Inc. — Major Shareholding Notification 2021

Feb 16, 2021

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

13d-2 (b)

(Amendment No. 1)*

Phreesia, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

71944F106

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP NO. 71944F106 13G

| 1 | NAME OF REPORTING SS OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON HLM Venture Partners II,
L.P. |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING
PERSON* PN

CUSIP NO. 71944F106 13G

| 1 | NAME OF REPORTING SS OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON HLM Venture Associates II,
L.L.C. |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING
PERSON* OO

CUSIP NO. 71944F106 13G

1	NAME OF REPORTING PERSON Edward L. Cahill
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 70,709
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 70,709
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,709
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.2%(1)
12	TYPE OF REPORTING
PERSON* IN

(1) Based on 44,162,852 shares of Common Stock outstanding as of December 4, 2020, as reported by the Issuer in its Form 10-Q for the quarter ended October 31, 2020, filed with the Securities and Exchange Commission on December 9, 2020.

CUSIP NO. 71944F106 13G

1	NAME OF REPORTING PERSON Peter J. Grua
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION U.S.
Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 26,699
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 26,699
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,699
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.1%(1)
12	TYPE OF REPORTING
PERSON* IN

(1) Based on 44,162,852 shares of Common Stock outstanding as of December 4, 2020, as reported by the Issuer in its Form 10-Q for the quarter ended October 31, 2020, filed with the Securities and Exchange Commission on December 9, 2020.

CUSIP NO. 71944F106 13G

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13G initially filed with the United States Securities and Exchange Commission on February 13, 2020 (the “Original 13G”) by the Reporting Persons. The “Reporting Persons” are collectively, HLM Venture Partners II, L.P., HLM Venture Associates II, L.L.C., Edward L. Cahill and Peter J. Grua. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13G.

ITEM 4. OWNERSHIP

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 as of December 31, 2020.

(a) Amount beneficially owned :

See Row 9 of cover page for each Reporting Person.

(b) Percent of Class :

See Row 11 of cover page for each Reporting Person.

(c) Number of shares as to which such person has :

(i) Sole power to vote or to direct the vote :

See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote :

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of :

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of :

See Row 8 of cover page for each Reporting Person.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5% of the class of securities, check the following: ☒

CUSIP NO. 71944F106 13G

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 12, 2021

HLM VENTURE PARTNERS II, L.P. — By:	HLM Venture Associates II, L.L.C. Its: General Partner
	By:	/s/ Edward L. Cahill
		Edward L. Cahill Authorized
Signatory
HLM VENTURE ASSOCIATES II, L.L.C.
	By:	/s/ Edward L. Cahill
		Edward L. Cahill Authorized
Signatory
/s/ Edward L. Cahill
Edward L. Cahill
/s/ Peter J. Grua
Peter J. Grua