Sec Form 4 Filing - GAUSLING MICHAEL J @ Tabula Rasa HealthCare, Inc. - 2016-10-04

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
GAUSLING MICHAEL J
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
205 WEBSTER STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/04/2016
(Street)
BETHLEHEM, PA18015
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 10/04/2016 C 1,516,070 A 1,636,888 I By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P. ( 3 )
Common Stock 10/04/2016 C 971,012 A 2,607,900 I By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P. ( 3 )
Common Stock 10/04/2016 C 172,967 A 2,780,867 I By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P. ( 3 )
Common Stock 10/04/2016 P 8,000 A $ 12 2,788,867 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 ) ( 2 ) 10/04/2016 C 2,941,176 ( 4 ) ( 4 ) Common Stock 1,516,070 ( 1 ) ( 2 ) $ 0 ( 1 ) ( 2 ) 0 I By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P. ( 3 )
Series A-1 Preferred Stock ( 1 ) ( 2 ) 10/04/2016 C 1,883,763 ( 4 ) ( 4 ) Common Stock 971,012 ( 1 ) ( 2 ) $ 0 ( 1 ) ( 2 ) 0 I By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P. ( 3 )
Series B Preferred Stock ( 1 ) ( 2 ) 10/04/2016 C 335,557 ( 4 ) ( 4 ) Common Stock 172,967 ( 1 ) ( 2 ) $ 0 ( 1 ) ( 2 ) 0 I By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GAUSLING MICHAEL J
205 WEBSTER STREET
BETHLEHEM, PA18015
X
Signatures
/s/ Michael Gausling 10/04/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares consist of (a) 472,560 shares of common stock issued upon the conversion of 916,766 shares of Series A preferred stock held by Originate Growth Fund #1A, L.P., ("Originate #1A"), (b) 1,043,510 shares of common stock issued upon the conversion of 2,024,410 shares of Series A preferred stock held by Originate Growth Fund #1Q, L.P., ("Originate #1Q"), (c) 302,659 shares of common stock issued upon the conversion of 587,158 shares of Series A-1 preferred stock held by Originate #1A, (d) 668,353 shares of common stock issued upon the conversion of 1,296,605 shares of Series A-1 preferred stock held by Originate #1Q, (e) 53,912 shares of common stock issued upon the conversion of 104,589 shares of Series B preferred stock held by Originate #1A, (f) 119,055 shares of common stock issued upon the conversion of 230,968 shares of Series B preferred stock held by Originate #1Q, (g) 37,658 shares of common stock held by Originate #1A, (CONTINUED IN FOOTNOTE 2)
( 2 )and (h) 83,160 shares of common stock held by Originate #1Q.
( 3 )The general partner of both Originate #1Q and Originate #1A is Originate GP, LLC, a limited liability company. The members of Originate GP, LLC are Glen Bressner, Eric Arnson, and Michael Gausling. The members of Originate GP share voting and dispositive power over the shares held by Originate #1Q and Originate #1A. Mr. Gausling disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
( 4 )All series of Preferred Stock automatically converted into Tabula Rasa HealthCare, Inc. (the "Issuer") common stock immediately prior to the closing of the initial public offering and have no expiration date.

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