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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Tabula Rasa HealthCare, Inc. [ TRHC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/07/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 05/07/2019 | S(1) | 3,741 | D | $52.94(2) | 900,834 | D | |||
| Common Stock | 05/07/2019 | S(1) | 3,529 | D | $54.09(3) | 897,575 | D | |||
| Common Stock | 05/07/2019 | S(1) | 1,000 | D | $55(4) | 896,575(5) | D | |||
| Common Stock | 807,917 | I | Held by spouse. | |||||||
| Common Stock | 10,000 | I | Held by trust for children. | |||||||
| Common Stock | 10,000 | I | Held by trust for children. | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. This sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 7, 2018. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $52.42 to $53.31, inclusive. The reporting person undertakes to provide to Tabula Rasa HealthCare, Inc., any security holder of Tabula Rasa HealthCare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $53.58 to $54.56, inclusive. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.81 to $55.53, inclusive. |
| 5. The reporting person received a restricted stock award of 337,307 shares of the Company's common stock on September 28, 2016. Pursuant to amendments to the restricted stock award on June 12, 2017 and May 30, 2018, respectively, 50% of such shares of common stock were scheduled to vest on May 31, 2019, with the remaining 50% of such shares of common stock scheduled to vest on January 31, 2020. Notwithstanding the foregoing, on May 2, 2019, the Company entered into an amendment to the restricted stock award with the reporting person and, pursuant thereto, all shares of common stock underlying such restricted stock award will now vest in six equal installments at the end of each calendar quarter beginning on June 30, 2019 and ending on September 30, 2020, such that the shares of common stock underlying such restricted stock award will be vested in full on September 30, 2020. |
| /s/ Brian W. Adams, by Power of Attorney | 05/08/2019 | |
| ** 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. | ||