SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LUBIN DANIEL C

(Last)

(First)

(Middle)

250 PARK AVENUE, SUITE 1102

(Street)

NEW YORK

10177

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/04/2016		C		154,792	A	⁽⁴⁾	191,603	I	By Radius Venture Partners III (Ohio), L.P.⁽¹⁾
Common Stock	10/04/2016		C		1,232,499	A	⁽⁴⁾	1,525,599	I	By Radius Venture Partners III QP, L.P.⁽²⁾
Common Stock	10/04/2016		C		113,027	A	⁽⁴⁾	139,906	I	By Radius Venture Partners III, L.P.⁽³⁾
Common Stock	10/04/2016		J⁽⁶⁾		2,102	D	$0	189,501	I	By Radius Venture Partners III (Ohio), L.P.⁽¹⁾
Common Stock	10/04/2016		J⁽⁶⁾		16,735	D	$0	1,508,864	I	By Radius Venture Partners III QP, L.P.⁽²⁾
Common Stock	10/04/2016		J⁽⁶⁾		1,535	D	$0	138,371	I	By Radius Venture Partners III, L.P.⁽³⁾
Common Stock								5,565	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽⁴⁾	10/04/2016		C			29,346	⁽⁴⁾	⁽⁵⁾	Common Stock	15,127	⁽⁴⁾	0	I	By Radius Venture Partners III (Ohio), L.P.
Series A-1 Preferred Stock	⁽⁴⁾	10/04/2016		C			233,659	⁽⁴⁾	⁽⁵⁾	Common Stock	120,443	⁽⁴⁾	0	I	By Radius Venture Partners III QP, L.P.
Series A-1 Preferred Stock	⁽⁴⁾	10/04/2016		C			21,428	⁽⁴⁾	⁽⁵⁾	Common Stock	11,045	⁽⁴⁾	0	I	By Radius Venture Partners III, L.P.
Series B Preferred Stock	⁽⁴⁾	10/04/2016		C			270,952	⁽⁴⁾	⁽⁵⁾	Common Stock	139,665	⁽⁴⁾	0	I	By Radius Venture Partners III (Ohio), L.P.
Series B Preferred Stock	⁽⁴⁾	10/04/2016		C			2,157,390	⁽⁴⁾	⁽⁵⁾	Common Stock	1,112,056	⁽⁴⁾	0	I	By Radius Venture Partners III QP, L.P.
Series B Preferred Stock	⁽⁴⁾	10/04/2016		C			197,846	⁽⁴⁾	⁽⁵⁾	Common Stock	101,982	⁽⁴⁾	0	I	By Radius Venture Partners III, L.P.

Explanation of Responses:

1. These securities are held directly by Radius Venture Partners III (Ohio), L.P. and indirectly by Radius Venture Partners III, LLC, the general partner of Radius Venture Partners III (Ohio), L.P., Jordan S. Davis, managing member of Radius Venture Partners III, LLC, and Daniel C. Lubin, managing member of Radius Venture Partners III, LLC. Mr. Lubin, a director of the Issuer, and Mr. Davis share voting and dispositive power with respect to the shares held by Radius Venture Partners III (Ohio), L.P. Each of Radius Venture Partners III, LLC, Mr. Davis, and Mr. Lubin may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein.

2. These securities are held directly by Radius Venture Partners III QP, L.P and indirectly by Radius Venture Partners III, LLC, the general partner of Radius Venture Partners III QP, L.P., Jordan S. Davis, managing member of Radius Venture Partners III, LLC, and Daniel C. Lubin, managing member of Radius Venture Partners III, LLC. Mr. Lubin, a director of the Issuer, and Mr. Davis share voting and dispositive power with respect to the shares held by Radius Venture Partners III QP, L.P. Each of Radius Venture Partners III, LLC, Mr. Davis, and Mr. Lubin may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein.

3. These securities are held directly by Radius Venture Partners III, L.P., and indirectly by Radius Venture Partners III, LLC, the general partner of Radius Venture Partners III, L.P., Jordan S. Davis, managing member of Radius Venture Partners III, LLC, and Daniel C. Lubin, managing member of Radius Venture Partners III, LLC. Mr. Lubin, a director of the Issuer, and Mr. Davis share voting and dispositive power with respect to the shares held by Radius Venture Partners III, L.P. Each of Radius Venture Partners III, LLC, Mr. Davis, and Mr. Lubin may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein.

4. Each share of Series A-1 Preferred Stock and Series B Preferred Stock was converted automatically into shares of the Issuer's Common Stock immediately prior to the closing of Issuer's initial public offering.

5. The securities did not have an expiration date.

6. 20,372 shares of common stock were surrendered to the Issuer at the completion of Issuer's initial public offering pursuant to the letter agreement, dated as of June 30, 2014, as amended, with the Issuer.

	Dr. Calvin H. Knowlton /s/ Dr. Calvin H. Knowlton, Attorney-in-Fact for Daniel Lubin	10/04/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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