FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Luehrs Bruce
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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

4801 S. BROAD ST., SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

12/8/2017
(Street)

PHILADELPHIA, PA 19112
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  8161   (1) D    
Common Stock   12/8/2017     S    206000   D $25.85   (4) 548842   I   See footnotes   (2) (3)
Common Stock   12/11/2017     S    63000   D $25.85   (5) 485842   I   See footnotes   (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
(1)  Includes a restricted stock award of 2,596 shares of the Company's common stock received by Bruce Luehrs on June 16, 2017. Such common stock vests in full on the earlier of the next annual shareholder meeting or the one year anniversary of the date of grant.
(2)  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.
(3)  The Reporting Person disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein (except to the extent of his pecuniary interest in such securities), and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(4)  Represents shares of the Company's common stock sold by Emerald Stage2Ventures, L.P. in an underwritten public offering completed on December 8, 2017 at a price per share of $25.85, after deducting underwriting discounts and commissions of $1.65 per share.
(5)  Represents shares of the Company's common stock sold by Emerald Stage2Ventures, L.P. upon the exercise of the underwriters' over-allotment option in an underwritten public offering completed on December 11, 2017 at a price per share of $25.85, after deducting underwriting discounts and commissions of $1.65 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Luehrs Bruce
4801 S. BROAD ST.
SUITE 400
PHILADELPHIA, PA 19112
X



Signatures
/s/ Brian W. Adams, as attorney-in-fact for Reporting Person 12/11/2017
** 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 control number.
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