FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Thorp Clay 		2. Issuer Name and Ticker or Trading Symbol

PhaseBio Pharmaceuticals Inc [ PHAS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O PHASEBIO PHARMACEUTICALS, INC., 1 GREAT VALLEY PARKWAY, SUITE 30 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2019
(Street)

MALVERN, PA 19355
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/1/2019     S (1)    2014   D $14.00   (2) 1818638   (3) I   By Hatteras Venture Partners III, LP   (4)
Common Stock   7/1/2019     S (1)    180   D $14.00   (2) 162890   (3) I   By Hatteras Venture Affiliates III, LP   (4)
Common Stock   7/1/2019     S (1)    255   D $14.00   (2) 52397   (3) I   By Hatteras Venture Partners I, LP   (5)
Common Stock   7/1/2019     S (1)    459   D $14.00   (2) 415959   I   By Venture Capital Multiplier Fund   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by HVP III, HV Affiliates, HVP I and Multiplier Fund (each as defined in Footnotes (4), (5) and (6) below).
(2)  The price reported in column 4 is a weighted average price. These shares were sold on multiple transactions at prices ranging from $14.00 to $14.01. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or 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)  Amount has been adjusted to correct a de minimis clerical error in previous filings.
(4)  Hatteras Venture Advisors III, LLC ("HVA III") is the general partner of Hatteras Venture Partners III, LP ("HVP III") and Hatteras Venture Affiliates III, LP ("HV Affiliates"). The securities held directly by HVP III and HV Affiliates are indirectly held by HVA III. The reporting person is a manager of HVA III and may be deemed to share voting and dispositive power with regard to the securities directly held by HVP III, HV Affiliates and Multiplier Fund. The reporting person disclaims beneficial ownership of the securities held by HVP III and HV Affiliates except to the extent of his pecuniary interest therein.
(5)  Catalysta Ventures, LLC ("Catalysta") is the general partner of Hatteras Venture Partners I, LP ("HVP I"). The securities held directly by HVP I are indirectly held by Catalysta. The reporting person is a manager of Catalysta and may be deemed to share voting and dispositive power with regard to the securities held directly by Catalysta and HVP I. The reporting person disclaims beneficial ownership of the securities held by Catalysta and HVP I except to the extent of his pecuniary interest therein.
(6)  Hatteras Venture Advisors V, LLC ("HVA V") is the general partner of Venture Capital Multiplier Fund ("Multiplier Fund"). The securities held directly by Multiplier Fund are indirectly held by HVA V. The reporting person is a manager of HVA V and may be deemed to share voting and dispositive power with regard to the securities held by Multiplier Fund. The reporting person disclaims beneficial ownership of the securities held by Multiplier Fund except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Thorp Clay
C/O PHASEBIO PHARMACEUTICALS, INC.
1 GREAT VALLEY PARKWAY, SUITE 30
MALVERN, PA 19355 		X X


Signatures
/s/ John Sharp, by power of attorney 7/3/2019
** 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 control number.
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