SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Edwards Jonathan S. (Last) (First) (Middle) C/O PHATHOM PHARMACEUTICALS, INC. 2150 E. LAKE COOK ROAD, SUITE 800 (Street) BUFFALO GROVE IL 60089 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/24/2019	3. Issuer Name and Ticker or Trading Symbol Phathom Pharmaceuticals, Inc. [ PHAT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Notes	(1)	05/07/2020(1)	Common Stock	991,672	15.2	I(2)	By Medicxi Growth I LP(2)
Convertible Promissory Notes	(1)	05/07/2020(1)	Common Stock	23,558	15.2	I(3)	By Medicxi Growth Co-Invest I LP(3)

Explanation of Responses:

1. The outstanding principal and unpaid accrued interest due on the Convertible Promissory Notes will automatically convert into shares of the Issuer's Common Stock immediately prior to the closing of the initial public offering.

2. Held by Medicxi Growth I LP ("Medicxi Growth I"). Medicxi Growth I GP Limited ("Medicxi Growth I GP") is the sole general partner of Medicxi Growth I, and Medicxi Ventures Management (Jersey) Limited ("Medicxi Manager") is the manager of Medicxi Growth I and Medicxi Growth Co-Invest I LP ("Medicxi Growth Co-Invest I"). The Reporting Person is a partner of an affiliate of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Growth I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.

3. Held by Medicxi Growth Co-Invest I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Growth Co-Invest I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ David Socks, Attorney-in-Fact	10/24/2019
	** 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 5 (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.

POWER OF ATTORNEY

	Know all by these presents, that the undersigned hereby constitutes and
appoints each of (i) the Chief Executive Officer, who is currently David Socks,
and (ii) the principal financial officer, who is currently Aditya Kohli, Ph.D.,
and their respective successors, signing singly, the undersigned's true and
lawful attorney-in-fact to:

(1)        prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a
Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Phathom Pharmaceuticals, Inc., a Delaware
corporation (the "Company") and/or beneficial owner of more than 10% of the
Company's capital stock, Forms 3, 4, and 5 and any amendments thereto in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

(3)        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, complete and execute any amendment or amendments thereto, and timely file
such form with the SEC and any stock exchange or similar authority; and

(4)        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 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 of the Securities Exchange Act of 1934.

	The undersigned agrees that each such attorney-in-fact herein may rely entirely
on information furnished orally or in writing by the undersigned to such
attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless
the Company and each such attorney-in-fact against an losses, claims, damages or
liabilities (or actions in these reports) that arise out of or are based upon
any untrue statements or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments
thereto) or Form ID and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.

	This Power of Attorney supersedes any power of attorney previously executed by
the undersigned regarding the purposes outlined in the first paragraph hereof
("Prior Powers of Attorney"), and the authority of the attorney-in-fact named in
any Prior Powers of Attorney is hereby revoked.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 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.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 15th day of October, 2019.

Signature:   /s/ Jonathan Edwards
Name:  	Jonathan Edwards