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 *

Arnson Eric R
2. Issuer Name and Ticker or Trading Symbol

Tabula Rasa HealthCare, Inc. [ TRHC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

205 WEBSTER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

12/8/2017
(Street)

BETHLEHEM, PA 18015
(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   12/8/2017     S    523805   D $25.85   (1) 1390273   I   (5) By: Originate Growth Fund #1Q, L.P.  
Common Stock   12/11/2017     S    160375   D $25.85   (2) 1229898   I   (5) By: Originate Growth Fund #1Q, L.P.  
Common Stock   12/8/2017     S    237195   D $25.85   (3) 629594   I   (5) By: Originate Growth Fund #1A, L.P.  
Common Stock   12/11/2017     S    72625   D $25.85   (4) 556969   I   (5) By: Originate Growth Fund #1A, L.P.  
Common Stock                  7500   I   (6) By Wife  

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)  Represents shares of the Company's common stock sold by Originate Growth Fund #1Q, 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.
(2)  Represents shares of the Company's common stock sold by Originate Growth Fund #1Q, 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.
(3)  Represents shares of the Company's common stock sold by Originate Growth Fund #1A, 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.
(4)  Represents shares of the Company's common stock sold by Originate Growth Fund #1A, 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.
(5)  The general partner of Originate Growth Fund #1Q, L.P. and Originate Growth Fund #1A, L.P. is Originate Growth GP, LLC. The members of Originate Growth GP, LLC are Glen R. Bressner, Eric R. Arnson and Michael J. Gausling. The members of Originate Growth GP, LLC share voting and dispositive power over the shares held by Originate Growth Fund #1Q, L.P. and Originate Growth Fund #1A, L.P. Mr. Arnson disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
(6)  Represents shares held by Mr. Arnson's wife. Mr. Arnson disclaims beneficial ownership of such shares. In addition, 5,565 shares granted to Mr. Bressner in September 2016 and 2,596 shares granted to Mr. Bressner in June 2017 are beneficially owned by Originate Growth Fund #1Q, L.P. and Originate Growth Fund #1A, L.P., with the shares allocated to each fund on a pro rata basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Arnson Eric R
205 WEBSTER STREET
BETHLEHEM, PA 18015

X


Signatures
/s/ Eric R. Arnson 12/12/2017
** 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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