Phreesia Executive's Stock Sale Tied to Tax Obligations, Retains Large Position

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Form 4 Filing Details: David Linetsky, SVP of Network Solutions at Phreesia (PHR), reported insider transactions executed on June 17-18, 2025. The transactions involved mandatory sell-to-cover dispositions to satisfy tax withholding obligations from restricted stock unit settlements.

Transaction Details:

June 17: Disposed of 42 shares at weighted average price of $25.1721 (range: $24.68-$25.675)
June 18: Disposed of 67 shares at weighted average price of $25.6114 (range: $25.255-$25.935)

Post-Transaction Holdings: Following these transactions, Linetsky maintains direct ownership of 217,239 shares, while 9,795 shares are held indirectly by spouse. The sales were non-discretionary, executed under the company's mandatory tax withholding policy for RSU settlements.

Insider Trade Summary

Net Seller: 109 shares ($2,773)

Net Sell 3 txns

Insider Linetsky David

Role SVP, Network Solutions

Sold 109 shs ($3K)

Type	Security	Shares	Price	Value
Sale	Common Stock	67	$25.6114	$2K
Sale	Common Stock	42	$25.1721	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 9,795 shares (Indirect, By Spouse); Common Stock — 217,239 shares (Direct)

Footnotes (1)

These shares were disposed of in non-discretionary transactions pursuant to the Issuer's mandatory sell-to-cover policy to cover the holder's tax withholding obligations in connection with the settlement of an award of restricted stock units. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.68 to $25.675 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.255 to $25.935 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.

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Form 4 Insider Transactions: What Each Field Means →

06/20/2025 - 04:49 PM

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

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Linetsky David

(Last)

(First)

(Middle)

C/O PHREESIA

1521 CONCORD PIKE, SUITE 301 PMB 221

(Street)

WILMINGTON

19803

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Network Solutions

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/17/2025		S⁽¹⁾		42	D	$25.1721⁽²⁾	9,862	I	By Spouse
Common Stock	06/18/2025		S⁽¹⁾		67	D	$25.6114⁽³⁾	9,795	I	By Spouse
Common Stock								217,239	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were disposed of in non-discretionary transactions pursuant to the Issuer's mandatory sell-to-cover policy to cover the holder's tax withholding obligations in connection with the settlement of an award of restricted stock units.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.68 to $25.675 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.255 to $25.935 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.

	/s/ Allison Hoffman by Power of Attorney for David Linetsky	06/20/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many PHR shares did SVP David Linetsky sell on June 17-18, 2025?

David Linetsky sold a total of 109 shares over two days: 42 shares on June 17, 2025, at an average price of $25.1721, and 67 shares on June 18, 2025, at an average price of $25.6114.

What is the reason for David Linetsky's PHR stock sales in June 2025?

The sales were non-discretionary transactions made pursuant to Phreesia's mandatory sell-to-cover policy to cover tax withholding obligations related to the settlement of restricted stock units (RSUs).

How many PHR shares does David Linetsky own directly after the June 2025 transactions?

Following the reported transactions, David Linetsky directly owns 217,239 shares of Phreesia (PHR) common stock.

What was the price range for PHR shares sold by Linetsky on June 17, 2025?

The shares were sold in multiple transactions at prices ranging from $24.68 to $25.675 per share, with a weighted average price of $25.1721.

What positions does David Linetsky hold at Phreesia (PHR)?

David Linetsky serves as SVP, Network Solutions at Phreesia, Inc. (PHR).