Phreesia Inc
For the period ended Oct 31, 2024. Filed Dec 9, 2024.
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Oct 31, 2024 · Filed Dec 9, 2024
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Item 5. Other Information
On September 24, 2024, Lisa Egbuonu-Davis, a member of the Company’s Board of Directors, adopted a trading arrangement for the sale of securities of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Dr. Egbuonu-Davis’s Rule 10b5-1 Trading Plan, which expires on September 30, 2025, provides for the sale of up to 3,267 shares of common stock.
On September 12, 2024, Allison Hoffman, the General Counsel and Secretary of the Company, terminated a Rule 10b5-1 Trading Plan. Ms. Hoffman’s terminated Rule 10b5-1 Trading Plan was adopted on December 20, 2023, would have expired on January 31, 2025 if not earlier terminated and provided for the sale of up to 2,000 shares of common stock, plus an additional number of shares receivable upon the future vesting of certain equity awards to be granted in connection with Ms. Hoffman’s fiscal year 2024 bonus and first half of fiscal year 2025 bonus, net of any shares sold by Ms. Hoffman to satisfy applicable taxes, pursuant to the terms of such Rule 10b5-1 Trading
Plan. As of the date of termination of the Rule 10b5-1 Trading Plan, Ms. Hoffman had sold 6,698 shares of common stock under its terms.
On September 13, 2024, Ms. Hoffman adopted a new Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Ms. Hoffman’s Rule 10b5-1 Trading Plan provides for the sale of up to 13,983 shares of common stock plus an additional number of shares that are receivable upon the future vesting of certain equity awards to be granted in connection with Ms. Hoffman’s fiscal year 2025 bonus and first half of fiscal year 2026 bonus, net of any shares sold by Ms. Hoffman to satisfy applicable taxes, pursuant to the terms of her Rule 10b5-1 Trading Plan. On September 17, 2024, Ms. Hoffman modified her 10b5-1 Trading Plan to increase the number of shares covered by the plan to include 100% of all future vesting of PSUs, net of the number of shares sold to cover Ms. Hoffman’s taxes. The number of shares to be granted pursuant to Ms. Hoffman’s fiscal year 2025 bonus and first half of fiscal 2026 bonus, the number of PSUs to be awarded to Ms. Hoffman at the end of their relevant performance periods, and the number of shares to be sold by Ms. Hoffman to cover taxes, and thus the exact number of shares to be sold pursuant to Ms. Hoffman modified Rule 10b5-1 Trading Plan, can only be determined upon the occurrence of the future vesting events. Ms. Hoffman’s modified Rule 10b5-1 Trading Plan expires on September 30, 2025, or upon the earlier completion of all authorized transactions under the plan.
On September 16, 2024, Balaji Gandhi, the Chief Financial Officer of the Company, terminated a Rule 10b5-1 Trading Plan. Mr. Gandhi’s terminated 10b5-1 Trading Plan was adopted on April 19, 2024, would have expired on March 14, 2025 if not earlier terminated and provided for the sale of up to 43,362 shares of common stock, plus an additional number of shares receivable upon the future vesting of certain equity awards to be granted in connection with his first half of fiscal year 2025 bonus, net of any shares sold by Mr. Gandhi to satisfy applicable taxes, pursuant to the terms of his Rule 10b5-1 Trading Plan. As of the date of termination of the Rule 10b5-1 Trading Plan, Mr. Gandhi had sold no shares of common stock under its terms.
On September 17, 2024, Mr. Gandhi adopted a new Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Gandhi’s Rule 10b5-1 Trading Plan provides for the sale of (i) up to 29,936 shares of common stock, (ii) an additional number of shares receivable upon the vesting of certain equity awards that may be granted pursuant to Mr. Gandhi’s fiscal year 2025 bonus and first half of fiscal year 2026 bonus, net of any shares sold in non-discretionary transactions pursuant to the Company’s mandatory sell-to-cover policy to cover Mr. Gandhi’s tax withholding obligations in connection with the vesting and settlement of RSUs and (iii) 100% of all future vesting of PSUs, net of the number of shares sold to cover Mr. Gandhi’s taxes. The number of shares to be granted pursuant to Mr. Gandhi’s fiscal year 2025 bonus and first half of fiscal year 2026 bonus, the number of PSUs to be awarded to Mr. Gandhi at the end of their relevant performance periods, and the number of shares to be sold by him to cover taxes, and thus the exact number of shares to be sold pursuant to Mr. Gandhi’s Rule 105b-1 Trading Plan, can only be determined upon the occurrence of future events. Mr. Gandhi’s Rule 10b5-1 Trading Plan expires on September 30, 2025, or upon the earlier completion of all authorized transactions under the plan.
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