| 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 | ||||||||||||||||||||||||||
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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(1)(4) | 10/04/2016 | C | 758,036 | A | $0(2) | 783,809 | D | |||
| Common Stock(1)(4) | 10/04/2016 | C | 171,033 | A | $0(3) | 954,842 | D | |||
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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)(4) | $0 | 10/04/2016 | C | 1,470,590 | (2) | (2) | Common Stock | 758,036 | $0 | 0 | D | ||||
| Series A-1 Preferred Stock(1)(4) | $0 | 10/04/2016 | C | 331,804 | (3) | (3) | Common Stock | 171,033 | $0 | 0 | D | ||||
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. 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. Bruce Luehrs, who serves as a director of the Issuer, is an officer of Stage2 Capital Associates G.P., LLC. |
| 2. The Series A Preferred Stock converted into Common Stock on a 1:1.94 basis and had no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock were converted into shares of Common Stock of the Issuer. Upon such conversion, 1,470,590 shares of Series A Preferred Stock held by Emerald Stage2Ventures, L.P. converted into 758,036 shares of Common Stock. |
| 3. The Series A-1 Preferred Stock converted into Common Stock on a 1:1.94 basis and had no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A-1 Preferred Stock were converted into shares of Common Stock of the Issuer. Upon such conversion, 331,804 shares of Series A-1 Preferred Stock held by Emerald Stage2Ventures, L.P. converted into 171,033 shares of Common Stock. |
| 4. The Reporting Persons disclaim beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein (except to the extent of their pecuniary interest in such securities), and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| Emerald Stage2 Ventures, L.P. By: Stage2 Capital Ventures Associates, L.P., its General Partner By: Stage2 Capital Associates G.P., LLC, its General Partner /s/ Saul Richter, Managing Partner | 10/04/2016 | |
| Stage2 Capital Ventures Associates, L.P. By: Stage2 Capital Associates G.P., LLC, its General Partner /s/ Saul Richter, Managing Partner | 10/04/2016 | |
| Stage2 Capital Associates G.P., LLC /s/ Saul Richter, Managing Partner | 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. | ||