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^*

Knowlton Calvin H

(Last)

(First)

(Middle)

228 STRAWBRIDGE DRIVE

SUITE 100

(Street)

MOORESTOWN

08057

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2020

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	02/24/2020		A⁽¹⁾		58,737	A	$0	811,959⁽³⁾	D
Common Stock	02/24/2020		A⁽²⁾		36,710	A	$0	763,411⁽⁴⁾	I	Held by spouse.
Common Stock								20,000	I	Held by trust for children.
Common Stock								20,000	I	Held by trust for children.

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)

Explanation of Responses:

1. Dr. Calvin Knowlton received a restricted stock award of 58,737 shares of the Company's common stock on February 24, 2020. Such common stock will vest in four equal annual installments on January 11, 2021, January 11, 2022, January 11, 2023 and January 11, 2024.

2. Dr. Orsula Knowlton received a restricted stock award of 36,710 shares of the Company's common stock on February 6, 2020. Such common stock will vest in four equal annual installments on January 11, 2021, January 11, 2022, January 11, 2023 and January 11, 2024.

3. The reporting person received a restricted stock award of 337,307 shares of the Company's common stock on September 28, 2016. Pursuant to amendments to the restricted stock award on June 12, 2017, May 30, 2018, and May 2, 2019, respectively, all unvested shares of such common stock were scheduled to vest in six equal installments at the end of each calendar quarter beginning on June 30, 2019 and ending on September 30, 2020, such that such common stock would have vested in full on September 30, 2020. Notwithstanding the foregoing, on February 24, 2020, the Company entered into an amendment to the restricted stock award with the reporting person and, pursuant thereto, all shares of common stock underlying such restricted stock award will now vest on December 1, 2021.

4. Dr. Orsula Knowlton received a restricted stock award of 267,268 shares of the Company's common stock on September 28, 2016. Pursuant to amendments to the restricted stock award on June 12, 2017, May 30, 2018, and May 2, 2019, respectively, all unvested shares of such common stock were scheduled to vest in six equal installments at the end of each calendar quarter beginning on June 30, 2019 and ending on September 30, 2020, such that such common stock would have vested in full on September 30, 2020. Notwithstanding the foregoing, on February 24, 2020, the Company entered into an amendment to the restricted stock award with Dr. Orsula Knowlton and, pursuant thereto, all shares of common stock underlying such restricted stock award will now vest on December 1, 2021.

	/s/ Brian W. Adams, by Power of Attorney	02/26/2020
	** 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).
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