UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 17, 2018
TABULA RASA HEALTHCARE, INC.
(Exact Name of Registrant Specified in Charter)
Delaware |
| 001-37888 |
| 46-5726437 |
(State or Other |
| (Commission File |
| (I.R.S. Employer |
Jurisdiction of |
| Number) |
| Identification No.) |
Incorporation) |
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228 Strawbridge Drive, Suite 100 |
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Moorestown, New Jersey |
| 08057 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (866) 648-2767
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 8.01. Other Events.
On May 17, 2018, Tabula Rasa HealthCare, Inc. (the “Company”) was informed that Orsula V. Knowlton, President and Chief Marketing & New Business Development Officer of the Company, sold 8,000 shares of the Company’s common stock pursuant to Dr. Knowlton’s pre-arranged stock trading plan (the “Plan”) which was designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy regarding stock transactions. The Plan was previously adopted on May 15, 2018, which was during the Company’s most recent open trading window period under the Company’s insider trading policy. Under the Plan, Dr. Knowlton is permitted to sell up to an aggregate of 96,000 shares of the Company’s common stock on the open market at prevailing market prices pursuant to a pre-established formula and at the times specified in her Plan. If all the shares subject to the Plan were sold, Dr. Knowlton would retain approximately 91% of her current holdings, which include vested and unvested options and shares of restricted stock.
The Plan was initiated in connection with Dr. Knowlton’s long-term strategy for asset diversification and family financial planning. Transactions under the Plan will be disclosed publicly through Form 4s filed with the Securities and Exchange Commission. The Company does not undertake any obligation to report any 10b5-1 plans that may be adopted by any of the Company’s board members or executive officers in the future, or to report any modifications or terminations of any publicly announced plan, except to the extent required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TABULA RASA HEALTHCARE, INC. | |
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| By: | /s/ Dr. Calvin H. Knowlton |
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| Dr. Calvin H. Knowlton |
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| Chief Executive Officer |
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Dated: May 17, 2018 |
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