Statement of Changes in Beneficial Ownership (4)
December 12 2017 - 4:59PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
GAUSLING MICHAEL J
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2. Issuer Name
and
Ticker or Trading Symbol
Tabula Rasa HealthCare, Inc.
[
TRHC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
205 WEBSTER STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/8/2017
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(Street)
BETHLEHEM, PA 18015
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/8/2017
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S
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523805
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D
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$25.85
(1)
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1390273
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I
(5)
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By: Originate Growth Fund #1Q, L.P.
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Common Stock
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12/11/2017
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S
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160375
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D
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$25.85
(2)
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1229898
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I
(5)
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By: Originate Growth Fund #1Q, L.P.
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Common Stock
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12/8/2017
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S
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237195
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D
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$25.85
(3)
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629594
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I
(5)
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By: Originate Growth Fund #1A, L.P.
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Common Stock
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12/11/2017
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S
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72625
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D
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$25.85
(4)
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556969
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I
(5)
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By: Originate Growth Fund #1A, L.P.
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Common Stock
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8000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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. Gausling disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest. 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GAUSLING MICHAEL J
205 WEBSTER STREET
BETHLEHEM, PA 18015
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X
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Signatures
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/s/ Michael J. Gausling
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12/12/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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