SEC FORM 3

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^*

Luehrs Bruce

(Last)

(First)

(Middle)

4801 S. BROAD ST., SUITE 400

(Street)

PHILADELPHIA

19112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2016

3. Issuer Name and Ticker or Trading Symbol
Tabula Rasa HealthCare, Inc. [ TRHC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	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)
Common Stock⁽¹⁾	3,710	D
Common Stock⁽²⁾	1,855	D
Common Stock	25,773	I	Held through Emerald Stage2 Ventures, L.P.⁽³⁾⁽⁶⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	758,036	⁽⁴⁾	I	Held through Emerald Stage2 Ventures, L.P.⁽³⁾⁽⁶⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	171,033	⁽⁵⁾	I	Held through Emerald Stage2 Ventures, L.P.⁽³⁾⁽⁶⁾

Explanation of Responses:

1. Mr. Luehrs received a restricted stock award of 3,710 shares of the Issuer's Common Stock on September 28, 2016. One-third of the restrictions on the restricted stock will lapse on each of the first, second and third anniversary of the grant date.

2. Mr. Luehrs received a restricted stock award of 1,855 shares of the Issuer's Common Stock on September 28, 2016. Such Common Stock vests in full on the earlier of the next annual shareholder meeting or the one year anniversary of the date of grant.

3. These securities are held by Emerald Stage2Ventures, L.P. Stage2 Capital Ventures Associates, L.P. is the general partner of Emerald Stage2 Ventures, L.P. and Stage2 Capital Associates G.P., LLC is the general partner of Stage2 Capital Ventures Associates, L.P. Mr. Luehrs, who serves as a director of the Issuer, is an officer of Stage2 Capital Associates G.P., LLC.

4. The 1,470,590 shares of Series A Preferred Stock of the Issuer held by Emerald Stage2 Ventures, L.P. will automatically convert into 758,036 shares of Common Stock immediately prior to the completion of the initial public offering of the Issuer.

5. The 331,804 shares of Series A-1 Preferred Stock of the Issuer held by Emerald Stage2 Ventures, L.P. will automatically convert into 171,033 shares of Common Stock immediately prior to the completion of the initial public offering of the Issuer.

6. The Reporting Person disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein (except to the extent of his pecuniary interest in such securities), and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24. Power of attorney.

	/s/ Bruce Luehrs	09/28/2016
	** 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).
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