Evan Roberts - Apr 10, 2023 Form 4 Insider Report for Phreesia, Inc. (PHR)

Role: Chief Operating Officer
Signature: /s/ Allison Hoffman by Power of Attorney for Evan Roberts
Stock symbol: PHR
Transactions as of: Apr 10, 2023
Transactions value $: -$136,549
Form type: 4
Date filed: 4/12/2023, 05:14 PM
Previous filing: Jan 18, 2023
Next filing: Apr 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PHR	Common Stock	Award		+8.5K	+1.17%		734K	Apr 10, 2023	Direct	F1
transaction	PHR	Common Stock	Tax liability	-$137K	-4.53K	-0.62%	$30.15	729K	Apr 10, 2023	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent awards received in lieu of the Reporting Person's cash bonus earned for the fiscal year ended January 31, 2023 under the Issuer's Senior Executive Cash Incentive Bonus Plan. The Reporting Person elected to convert such cash bonus into RSUs representing 115% of the earned cash bonus amount. The number of RSUs granted are based on a per share value of $30.15, the closing price of the Issuer's common stock on April 10, 2023. The shares underlying the RSUs (excluding shares that are withheld to cover applicable tax withholding obligations) must be held by the Reporting Person until the earlier of (i) the one-year anniversary of the grant date or (ii) a Sale Event (as defined in the Issuer's 2019 Stock Option and Incentive Plan).
F2	Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of fully vested RSUs granted on April 10, 2023 and does not represent a sale by the Reporting Person.

Content

Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent awards received in lieu of the Reporting Person's cash bonus earned for the fiscal year ended January 31, 2023 under the Issuer's Senior Executive Cash Incentive Bonus Plan. The Reporting Person elected to convert such cash bonus into RSUs representing 115% of the earned cash bonus amount. The number of RSUs granted are based on a per share value of $30.15, the closing price of the Issuer's common stock on April 10, 2023. The shares underlying the RSUs (excluding shares that are withheld to cover applicable tax withholding obligations) must be held by the Reporting Person until the earlier of (i) the one-year anniversary of the grant date or (ii) a Sale Event (as defined in the Issuer's 2019 Stock Option and Incentive Plan).

Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of fully vested RSUs granted on April 10, 2023 and does not represent a sale by the Reporting Person.