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*
BRESSNER GLEN R

(Last) (First) (Middle)
205 WEBSTER STREET

(Street)
BETHLEHEM PA 18015

(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)
Code V Amount (A) or (D) Price
Common Stock 10/04/2016 C 1,516,070 A (1)(2) 1,642,453 I By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P.(3)
Common Stock 10/04/2016 C 971,012 A (1)(2) 2,613,465 I By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P.(3)
Common Stock 10/04/2016 C 172,967 A (1)(2) 2,786,432 I By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P.(3)
Common Stock 10/04/2016 P 7,500 A $12 2,793,932 D
Common Stock 10/04/2016 P 1,000 A $12 2,794,932 I By Son(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1)(2) 10/04/2016 C 2,941,176 (5) (5) Common Stock 1,516,070(1)(2) $0(1)(2) 0 I By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P.(3)
Series A-1 Preferred Stock (1)(2) 10/04/2016 C 1,883,763 (5) (5) Common Stock 971,012(1)(2) $0(1)(2) 0 I By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P.(3)
Series B Preferred Stock (1)(2) 10/04/2016 C 335,557 (5) (5) Common Stock 172,967(1)(2) $0(1)(2) 0 I By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P.(3)
Explanation of Responses:
1. The shares consist of (a) 472,560 shares of common stock issued upon the conversion of 916,766 shares of Series A preferred stock held by Originate Growth Fund #1A, L.P., ("Originate #1A"), (b) 1,043,510 shares of common stock issued upon the conversion of 2,024,410 shares of Series A preferred stock held by Originate Growth Fund #1Q, L.P., ("Originate #1Q"), (c) 302,659 shares of common stock issued upon the conversion of 587,158 shares of Series A-1 preferred stock held by Originate #1A, (d) 668,353 shares of common stock issued upon the conversion of 1,296,605 shares of Series A-1 preferred stock held by Originate #1Q, (e) 53,912 shares of common stock issued upon the conversion of 104,589 shares of Series B preferred stock held by Originate #1A, (f) 119,055 shares of common stock issued upon the conversion of 230,968 shares of Series B preferred stock held by Originate #1Q, (g) 37,658 shares of common stock held by Originate #1A, (CONTINUED IN FOOTNOTE 2)
2. and (h) 83,160 shares of common stock held by Originate #1Q.
3. The general partner of both Originate #1Q and Originate #1A is Originate GP, LLC, a limited liability company. The members of Originate GP, LLC are Glen Bressner, Eric Arnson, and Michael Gausling. The members of Originate GP share voting and dispositive power over the shares held by Originate #1Q and Originate #1A. Mr. Gausling disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
4. Represents shares held by Mr. Bressner's son. Mr. Bressner disclaims beneficial ownership of such shares.
5. All series of Preferred Stock automatically converted into Tabula Rasa HealthCare, Inc. (the "Issuer") common stock immediately prior to the closing of the initial public offering and have no expiration date.
Remarks:
/s/ Glen Bressner 10/04/2016
** 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 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).
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