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^*

Arnson Eric R

(Last)

(First)

(Middle)

205 WEBSTER STREET

(Street)

BETHLEHEM

18015

(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)

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	120,818	I	By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P.⁽²⁾⁽³⁾

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	⁽¹⁾	⁽¹⁾	Common Stock	1,516,070	⁽²⁾⁽³⁾	I	By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P.⁽²⁾⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	971,012	⁽²⁾⁽³⁾	I	By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P.⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	172,967	⁽²⁾⁽³⁾	I	By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P.⁽²⁾⁽³⁾

Explanation of Responses:

1. All series of Preferred Stock will automatically convert into Tabula Rasa HealthCare, Inc. (the "Issuer") common stock immediately prior to the closing of the initial public offering and have no expiration date.

2. The shares consist of (a) 472,560 shares of common stock issuable 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 issuable 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 issuable upon the conversion of 587,158 shares of Series A-1 preferred stock held by Originate #1A, (d) 668,353 shares of common stock issuable 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 issuable upon the conversion of 104,589 shares of Series B preferred stock held by Originate #1A, (f) 119,055 shares of common stock issuable 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 3)

3. and (h) 83,160 shares of common stock held by Originate #1Q. 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 #1Q and Originate #1A share voting and dispositive power over the shares held by Originate #1Q and Originate #1A, respectively. Mr. Arnson disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.

Remarks:

	/s/ Eric Arnson	09/29/2016
	** 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).
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