Sec Form 4 Filing - Emerald Stage2 Ventures, L.P. @ Tabula Rasa HealthCare, Inc. - 2016-10-04

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 Emerald Stage2 Ventures, L.P. 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 _____ Officer (give title below) X __ Other (specify below) Former 10% stockholder (Last) (First) (Middle) 4801 S. BROAD ST., SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 10/04/2016 (Street) PHILADELPHIA, PA19112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 ( 1 ) ( 4 ) 10/04/2016 C 758,036 A $ 0 ( 2 ) 783,809 D Common Stock ( 1 ) ( 4 ) 10/04/2016 C 171,033 A $ 0 ( 3 ) 954,842 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 Series A Preferred Stock ( 1 ) ( 4 ) $ 0 10/04/2016 C 1,470,590 ( 2 ) ( 2 ) Common Stock 758,036 $ 0 0 D Series A-1 Preferred Stock ( 1 ) ( 4 ) $ 0 10/04/2016 C 331,804 ( 3 ) ( 3 ) Common Stock 171,033 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Emerald Stage2 Ventures, L.P. 4801 S. BROAD ST., SUITE 400 PHILADELPHIA, PA19112 Former 10% stockholder Stage2 Capital Ventures Associates, L.P. 4801 S. BROAD ST., SUITE 400 PHILADELPHIA, PA19112 Former 10% stockholder Stage2 Capital Associates G.P., LLC 4801 S. BROAD ST., SUITE 400 PHILADELPHIA, PA19112 Former 10% stockholder Signatures Emerald Stage2 Ventures, L.P. By: Stage2 Capital Ventures Associates, L.P., its General Partner By: Stage2 Capital Associates G.P., LLC, its General Partner /s/ Saul Richter, Managing Partner 10/04/2016 Signature of Reporting Person Date Stage2 Capital Ventures Associates, L.P. By: Stage2 Capital Associates G.P., LLC, its General Partner /s/ Saul Richter, Managing Partner 10/04/2016 Signature of Reporting Person Date Stage2 Capital Associates G.P., LLC /s/ Saul Richter, Managing Partner 10/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held by Emerald Stage2Ventures, L.P. Stage2 Capital Ventures Associates, L.P. is the general partner of Emerald Stage2 Ventures, L.P. and Stage2 Capital Associates G.P., LLC is the general partner of Stage2 Capital Ventures Associates, L.P. Bruce Luehrs, who serves as a director of the Issuer, is an officer of Stage2 Capital Associates G.P., LLC. ( 2 )The Series A Preferred Stock converted into Common Stock on a 1:1.94 basis and had no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock were converted into shares of Common Stock of the Issuer. Upon such conversion, 1,470,590 shares of Series A Preferred Stock held by Emerald Stage2Ventures, L.P. converted into 758,036 shares of Common Stock. ( 3 )The Series A-1 Preferred Stock converted into Common Stock on a 1:1.94 basis and had no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A-1 Preferred Stock were converted into shares of Common Stock of the Issuer. Upon such conversion, 331,804 shares of Series A-1 Preferred Stock held by Emerald Stage2Ventures, L.P. converted into 171,033 shares of Common Stock. ( 4 )The Reporting Persons disclaim beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein (except to the extent of their pecuniary interest in such securities), and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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).

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