Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

On January 19, 2022, the compensation committee (the "Compensation Committee") of the board of directors of Phathom Pharmaceuticals, Inc. (the "Company") adopted a form of restricted stock unit award agreement (the "Form of RSU Award Agreement") to be used for the grant of restricted stock units ("RSUs") pursuant to the terms of the Company's 2019 Incentive Award Plan (the "Plan").

The Form of RSU Award Agreement (a) provides for the grant of RSUs to eligible participants under the Plan, which RSUs may, among other things, be subject to (i) vesting in accordance with the vesting schedule provided in the applicable grant notice and (ii) certain transfer restrictions, and (b) authorizes the Company to cause shares to be sold on the participant's account to cover applicable withholding taxes due upon vesting of the shares underlying the RSUs.

The foregoing description of the Form of RSU Award Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Form of RSU Award Agreement, which is included as Exhibit 10.1 to this Current Report and incorporated herein by reference.

In addition, on January 19, 2022, the Compensation Committee awarded RSUs to the following executive officers under the Plan: 41,250 RSUs awarded to Terrie Curran, 19,500 RSUs awarded to Azmi Nabulsi and 6,000 RSUs awarded to Anthony Guzzo. Each RSU represents the right to receive one share of the Company's common stock, $0.0001 par value per share, upon vesting. The RSUs vest in three equal annual installments, subject to the individual's continued service to the Company through the applicable vesting date, and are subject to the terms and conditions of the Company's Form of RSU Award Agreement under the Plan.

Item 9.01 Financial Statements and Exhibits.






  (d) Exhibits.




Exhibit
  No.       Description

10.1          Form of Restricted Stock Unit Agreement under the 2019 Incentive
            Award Plan.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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