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

Signature
/s/ Allison Hoffman by Power of Attorney for Michael Davidoff
Stock symbol
PHR
Transactions as of
Apr 10, 2023
Transactions value $
-$216,116
Form type
4
Date filed
4/12/2023, 05:14 PM
Previous filing
Feb 6, 2023
Next filing
Apr 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PHR Common Stock Award +7.08K +7.23% 105K Apr 10, 2023 Direct F1
transaction PHR Common Stock Tax liability -$109K -3.62K -3.44% $30.15 101K Apr 10, 2023 Direct F2
transaction PHR Common Stock Sale -$107K -3.47K -3.42% $30.91 98K Apr 11, 2023 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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.
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.
F3 This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 29, 2022.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.73 to $31.21 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.