Sec Form 4 Filing - Bruno Michael Anthony @ Tabula Rasa HealthCare, Inc. - 2023-11-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bruno Michael Anthony
2. Issuer Name and Ticker or Trading Symbol
Tabula Rasa HealthCare, Inc. [ TRHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF ACCOUNTING OFFICER
(Last) (First) (Middle)
228 STRAWBRIDGE DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2023
(Street)
MOORESTOWN, NJ08057
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 8,645 D 14,310 D
Common Stock 11/03/2023 D 12,960 D 1,350 D
Common Stock 11/03/2023 D 1,350 D 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Buy) $ 55.13 11/03/2023 D 1,250 ( 4 ) 02/14/2029 Common Stock 1,250 $ 0 0 D
Stock Option (Right to Buy) $ 55.13 11/03/2023 D 2,500 ( 5 ) 02/14/2029 Common Stock 2,500 $ 0 0 D
Stock Option (Right to Buy) $ 54.76 11/03/2023 D 723 ( 6 ) 03/05/2029 Common Stock 723 $ 0 0 D
Stock Option (Right to Buy) $ 54.76 11/03/2023 D 527 ( 7 ) 03/05/2029 Common Stock 527 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bruno Michael Anthony
228 STRAWBRIDGE DRIVE
SUITE 100
MOORESTOWN, NJ08057
CHIEF ACCOUNTING OFFICER
Signatures
/s/ Brian W. Adams 11/14/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon the consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, by and among Tabula Rasa HealthCare, Inc. (the "Company"), Locke Buyer, LLC and Locke Merger Sub, Inc., dated August 5, 2023 (the "Merger Agreement"), 8,645 shares of common stock of the Company ("Common Stock") were converted into the right to receive a cash payment of $90,772.50, representing the product obtained by multiplying (x) aggregate number of shares of Common Stock owned by the reporting person, by (y) the offer price ($10.50).
( 2 )Upon the consummation of the Merger, pursuant to the Merger Agreement, 12,960 outstanding restricted stock units ("RSUs") were cancelled and converted into the right to receive a cash payment of $136,080, representing the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the RSUs, by (y) the offer price ($10.50).
( 3 )Upon the consummation of the Merger, pursuant to the Merger Agreement, 1,350 unvested restricted stock awards ("RSAs") were cancelled and converted into the right to receive a cash payment of $14,175, representing the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the RSAs, by (y) the offer price ($10.50).
( 4 )Pursuant to the Merger Agreement, any stock option with an exercise price per share of Common Stock that was equal to or greater than the offer price ($10.50) was to be cancelled for no consideration. Accordingly, upon the consummation of the Merger, 1,250 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $55.13.
( 5 )Pursuant to the Merger Agreement, any stock option with an exercise price per share of Common Stock that was equal to or greater than the offer price ($10.50) was to be cancelled for no consideration. Accordingly, upon the consummation of the Merger, 2,500 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $55.13.
( 6 )Pursuant to the Merger Agreement, any stock option with an exercise price per share of Common Stock that was equal to or greater than the offer price ($10.50) was to be cancelled for no consideration. Accordingly, upon the consummation of the Merger, 723 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $54.76.
( 7 )Pursuant to the Merger Agreement, any stock option with an exercise price per share of Common Stock that was equal to or greater than the offer price ($10.50) was to be cancelled for no consideration. Accordingly, upon the consummation of the Merger, 527 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $54.76.

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