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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Tabula Rasa HealthCare, Inc. [ TRHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 472,560 | A | (1) | 510,218 | D(2) | |||
Common Stock | 10/04/2016 | C | 302,659 | A | (1) | 812,877 | D(2) | |||
Common Stock | 10/04/2016 | C | 53,912 | A | (1) | 866,789 | D(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | 10/04/2016 | C | 916,766 | (3) | (3) | Common Stock | 472,560(1) | $0(1) | 0 | D(2) | ||||
Series A-1 Preferred Stock | (1) | 10/04/2016 | C | 587,158 | (3) | (3) | Common Stock | 302,659(1) | $0(1) | 0 | D(2) | ||||
Series B Preferred Stock | (1) | 10/04/2016 | C | 104,589 | (3) | (3) | Common Stock | 53,912(1) | $0(1) | 0 | D(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Originate Growth Fund #1A, L.P. ("Originate #1A"), Originate #1A was the record holder of 916,766 shares of Series A Preferred Stock, which automatically converted into 472,560 shares of common stock upon the closing of the Issuer's initial public offering. Originate #1A was the record holder of 587,158 shares of Series A-1 Preferred Stock, which automatically converted into 302,659 shares of common stock upon the closing of the Issuer's initial public offering. Originate #1A was the record holder of 104,589 shares of Series B Preferred Stock, which automatically converted into 53,912 shares of common stock upon the closing of the Issuer's initial public offering. |
2. This report is filed jointly by Originate #1A, Originate Growth GP, LLC ("Originate GP"), Glen Bressner ("Bressner"), Eric Arnson ("Arnson"), and Michael Gausling ("Gausling"). The shares are held by Originate #1A. The general partner of Originate #1A is Originate GP, a limited liability company. The members of Originate GP are Bressner, Arnson, and Gausling. The members of Originate GP share voting and dispositive power over the shares held by Originate #1A. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest. |
3. 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: |
Originate Growth Fund #1A, L.P.; By: Originate Growth GP, LLC; By: /s/ Glen Bressner, Managing Partner | 10/04/2016 | |
Originate Growth GP, LLC; By: /s/ Glen Bressner, Managing Partner | 10/04/2016 | |
/s/ Glen Bressner | 10/04/2016 | |
/s/ Eric Arnson | 10/04/2016 | |
/s/ Michael Gausling | 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). | ||
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. |