Sec Form 4 Filing - Knowlton Calvin H @ Tabula Rasa HealthCare, Inc. - 2020-02-24

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Knowlton Calvin H 2. Issuer Name and Ticker or Trading Symbol Tabula Rasa HealthCare, Inc. [ TRHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 228 STRAWBRIDGE DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2020 (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 02/24/2020 A( 1 ) 58,737 A $ 0 811,959 ( 3 ) D Common Stock 02/24/2020 A( 2 ) 36,710 A $ 0 763,411 ( 4 ) I Held by spouse. Common Stock 20,000 I Held by trust for children. Common Stock 20,000 I Held by trust for children.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 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 D erivative 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Knowlton Calvin H 228 STRAWBRIDGE DRIVE SUITE 100 MOORESTOWN, NJ08057 X Chief Executive Officer Signatures /s/ Brian W. Adams, by Power of Attorney 02/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Dr. Calvin Knowlton received a restricted stock award of 58,737 shares of the Company's common stock on February 24, 2020. Such common stock will vest in four equal annual installments on January 11, 2021, January 11, 2022, January 11, 2023 and January 11, 2024. ( 2 )Dr. Orsula Knowlton received a restricted stock award of 36,710 shares of the Company's common stock on February 6, 2020. Such common stock will vest in four equal annual installments on January 11, 2021, January 11, 2022, January 11, 2023 and January 11, 2024. ( 3 )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, May 30, 2018, and May 2, 2019, respectively, all unvested shares of such common stock were scheduled to 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 such common stock would have vested in full on September 30, 2020. Notwithstanding the foregoing, on February 24, 2020, 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 on December 1, 2021. ( 4 )Dr. Orsula Knowlton received a restricted stock award of 267,268 shares of the Company's common stock on September 28, 2016. Pursuant to amendments to the restricted stock award on June 12, 2017, May 30, 2018, and May 2, 2019, respectively, all unvested shares of such common stock were scheduled to 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 such common stock would have vested in full on September 30, 2020. Notwithstanding the foregoing, on February 24, 2020, the Company entered into an amendment to the restricted stock award with Dr. Orsula Knowlton and, pursuant thereto, all shares of common stock underlying such restricted stock award will now vest on December 1, 2021.

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.