Indaba Capital Fund Form 4 Tabula Rasa HealthCare / DEREK C SCHRIER ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Indaba Capital Management, L.P.

(Last) (First) (Middle)

ONE LETTERMAN DRIVE

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO CA 94129

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/03/2023		D(1)(2)(3)		6,599,966	D	$10.5(2)(3)	0	I	See Footnotes(4)(5)(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
1.75% Convertible Senior Subordinated Notes due 2026	(7)	11/06/2023		S			67,500,000	(7)	02/15/2026	Common Stock	965,020(7)	$67,243,500	317,785(7)	I	See Footnotes(4)(6)
1.75% Convertible Senior Subordinated Notes due 2026	(7)	11/07/2023		S			22,228,000	(7)	02/15/2026	Common Stock	317,785(7)	$22,145,756	0(7)	I	See Footnotes(4)(6)

1. Name and Address of Reporting Person^*

Indaba Capital Management, L.P.

(Last) (First) (Middle)

ONE LETTERMAN DRIVE

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

IC GP, LLC

(Last) (First) (Middle)

ONE LETTERMAN DRIVE,

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHRIER DEREK C

(Last) (First) (Middle)

C/O INDABA CAPITAL MANAGEMENT, L.P.

ONE LETTERMAN DR., BLDING D, SUITE DM700

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Indaba Capital Fund, L.P.

(Last) (First) (Middle)

MAPLES CORPORATE SERVICES

121 SOUTH CHURCH STREET

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 5, 2023 (the "Merger Agreement"), by and among the Issuer, Locke Buyer, LLC, a Delaware limited liability company ("Parent"), and Locke Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), effective November 3, 2023, among other things, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").

2. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to $10.50 per share, without interest (the "Merger Consideration").

3. Pursuant to the Merger Agreement, at the Effective Time, each outstanding (i) (A) restricted stock unit that was subject solely to time-based vesting conditions (each, a "Company RSU"), whether vested or unvested, and (B) share of Common Stock that was subject to vesting, repurchase or forfeiture (each, a "Company Restricted Share"), and (ii) restricted stock unit that was subject to both performance-based and time-based vesting conditions (each, a "Company PSU") that was vested as of immediately prior to the Effective Time but not yet settled or that automatically vested as a result of the Merger in accordance with its terms and without the exercise of discretion (each, a "Vested Company PSU"), in the case of each of clause (i) and (ii), was canceled and the holder thereof became entitled to receive an amount in cash equal to the Merger Consideration, provided that any Company PSU that did not constitute a Vested Company PSU was forfeited and canceled for no consideration.

4. This Form 4 is filed jointly by Indaba Capital Fund, L.P. (the "Fund"), Indaba Capital Management, L.P. (the "Investment Manager"), IC GP, LLC ("IC GP"), and Derek C. Schrier (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

5. Because Mr. Schrier served on the Board as a representative of the Fund and its affiliates, the Fund was entitled to receive the direct economic interest in securities granted to Mr. Schrier by the Issuer in respect of Mr. Schrier's Board position. Mr. Schrier disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Schrier had any economic interest in such securities except any indirect economic interest through the Fund and its affiliates.

6. Securities that were held directly by the Fund. Pursuant to an Investment Management Agreement, the Fund and its general partner had delegated all voting and investment power over the securities directly held by the Fund to the Investment Manager. As a result, each of the Investment Manager, IC GP, as the general partner of the Investment Manager, and Derek C. Schrier, as Managing Member of IC GP, may have been deemed to exercise voting and investment power over such securities. Each of the Investment Manager, IC GP and Mr. Schrier disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

7. The Fund directly held $89,728,000 principal amount of the Issuer's 1.75% Convertible Senior Subordinated Notes due February 15, 2026 (the "Senior Notes"). Subject to conditions described in the indenture governing the Senior Notes, holders of the Senior Notes had the right to convert all or any portion of such Senior Notes into shares of the Issuer's Common Stock at a conversion rate of 14.2966 shares of Common Stock per $1,000 principal amount of Senior Notes, as described in the indenture.

Remarks:

Derek C. Schrier, the Managing Member of IC GP, LLC, the general partner of the investment manager of Indaba Capital Fund, L.P., was a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons were deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.

	Indaba Capital Management, L.P.; By: IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member	11/14/2023
	IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member	11/14/2023
	Indaba Capital Fund, L.P.; By: Indaba Partners, LLC, its general partner; By: /s/ Derek C. Schrier, Senior Managing Member	11/14/2023
	By: /s/ Derek C. Schrier	11/14/2023
	** 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 Number.