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Form 4 Phreesia, Inc. For: Jun 30 Filed by: Sayar Ramin

July 5, 2022 5:47 PM EDT

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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
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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 *
Sayar Ramin

(Last) (First) (Middle)
C/O PHREESIA, INC.
434 FAYETTEVILLE ST., SUITE 1400

(Street)
RALEIGH NC 27601

(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)
06/30/2022
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 06/30/2022   A   7,397 (1) A $ 0 12,194 D  
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. The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest in full upon the earlier of (i) June 30, 2023, and (ii) the next annual meeting of the Issuer's stockholders.
Allison Hoffman, as Attorney-in-Fact for Ramin Sayar 07/05/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY
        The undersigned hereby constitutes and appoints each of
Allison Hoffman, Alexis Lyons, Randy Rasmussen and Amy
Beth VanDuyn, signing singly, and with full power of substitution,
the undersigned's true and lawful attorney-in-fact to:
        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Phreesia,
Inc. (the "Company"), from time to time the following U.S. Securities
and Exchange Commission ("SEC") forms: (i) Form ID, including any
attached documents, to effect the assignment of codes to the
undersigned to be used in the transmission of information to the SEC
using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial
Ownership of Securities, including any attached documents; (iii) Form
4, Statement of Changes in Beneficial Ownership of Securities,
including any attached documents; (iv) Form 5, Annual Statement of
Beneficial Ownership of Securities in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended, and the rules
thereunder, including any attached documents; (v) Schedule 13D and
(vi) amendments of each thereof, in accordance with the Securities
Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;
        (2)     do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s)
thereto, and timely file such form(s) with the SEC and any securities
exchange, national association or similar authority; and
        (3)     take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorney-
in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
        The undersigned hereby grants to each such attorney-in-fact,
acting singly, full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or proper to be
done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-
in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is
the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 or Regulation 13D-G of the Securities Exchange
Act of 1934, as amended.  The undersigned hereby agrees to indemnify
the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading
information provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file such forms with
respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-
in-fact.  This Power of Attorney supersedes any prior power of
attorney in connection with the undersigned's capacity as an officer
and/or director of the Company, including that certain Limited Power
of Attorney dated July 15, 2019.  This Power of Attorney shall expire
as to any individual attorney-in-fact if such attorney-in-fact ceases
to be an executive officer of, or legal counsel to the Company.
        IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of January 12, 2021.


/S/ Raymin Sayar
Raymin Sayar










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