Indaba Capital Management Form 3 Tabula Rasa HealthCare / DEREK C SCHRIER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Indaba Capital Management, L.P.

(Last) (First) (Middle)

ONE LETTERMAN DRIVE

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2022

3. Issuer Name and Ticker or Trading Symbol
Tabula Rasa HealthCare, Inc. [ TRHC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,169,024	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
1.75% Convertible Senior Subordinated Notes due 2026	(3)(4)	02/15/2026	Common Stock(3)(4)	1,282,805(3)(4)	(3)(4)	I	See Footnotes(1)(2)

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)

Explanation of Responses:

1. This Form 3 is filed jointly by 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.

2. The securities of Tabula Rasa HealthCare, Inc. (the "Issuer") reported herein are held directly by Indaba Capital Fund, L.P. (the "Fund"). Pursuant to an Investment Management Agreement, the Fund and its general partner have 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 Investment Manager, and Mr. Schrier, as Managing Member of IC GP, may be deemed to exercise voting and investment power over such securities. The Fund specifically disclaims beneficial ownership of such securities by virtue of its inability to vote or dispose of such securities as a result of such delegation to the Investment Manager.

3. The Fund directly holds $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 have the right to convert all or any portion of such Senior Notes into shares of the Issuer's Common Stock at an initial conversion rate of 14.2966 shares of Common Stock per $1,000 principal amount of Senior Notes, subject to adjustment as described in the indenture.

4. As the Issuer has the option, at its sole discretion, to settle conversions of the Senior Notes in cash, shares of Common Stock or a combination of cash and shares of Common Stock, the Reporting Persons are not deemed to be beneficial owners of any shares of Common Stock underlying the Senior Notes for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, as the Reporting Persons do not have the right to acquire such underlying shares of Common Stock.

	Indaba Capital Management, L.P.; By: IC GP, LLC, its general partner; By: /s/ Derek C. Schrier, Managing Member	06/07/2022
	IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member	06/07/2022
	/s/ Derek C. Schrier	06/07/2022
	** Signature of Reporting Person	Date
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