SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Knowlton Orsula V

(Last)

(First)

(Middle)

228 STRAWBRIDGE DRIVE, SUITE 100

(Street)

MOORESTOWN

08057

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2016

3. Issuer Name and Ticker or Trading Symbol
Tabula Rasa HealthCare, Inc. [ TRHC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	433,601	D
Common Stock	353,037	I	Held by Spouse
Common Stock⁽¹⁾	267,268	D
Common Stock⁽²⁾	337,307	I	Held by Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽³⁾	10/25/2016	Common Stock	309	$1.7	D
Employee Stock Option (right to buy)	⁽⁴⁾	11/25/2016	Common Stock	3,711	$1.7	D
Employee Stock Option (right to buy)	⁽⁵⁾	01/06/2017	Common Stock	31,958	$1.7	D
Employee Stock Option (right to buy)	01/06/2012	01/06/2017	Common Stock	1,879	$1.7	D
Employee Stock Option (right to buy)	03/01/2012	03/01/2017	Common Stock	939	$1.7	D
Employee Stock Option (right to buy)	12/20/2017	12/20/2017	Common Stock	5,809	$2.34	D
Employee Stock Option (right to buy)	⁽⁶⁾	01/02/2018	Common Stock	25,773	$3.41	D
Employee Stock Option (right to buy)	01/22/2013	01/22/2018	Common Stock	3,524	$3.41	D
Employee Stock Option (right to buy)	⁽⁷⁾	06/28/2018	Common Stock	293,784	$3.41	D
Employee Stock Option (right to buy)	⁽⁸⁾	01/01/2019	Common Stock	36,082	$6.4	D
Employee Stock Option (right to buy)	01/01/2014	01/01/2019	Common Stock	3,261	$6.4	D
Employee Stock Option (right to buy)	⁽⁹⁾	01/01/2020	Common Stock	36,082	$6.4	D
Employee Stock Option (right to buy)	02/01/2015	02/01/2020	Common Stock	1,662	$6.4	D
Employee Stock Option (right to buy)	⁽¹⁰⁾	10/25/2016	Common Stock	309	$1.7	I	Held by Spouse
Employee Stock Option (right to buy)	⁽¹¹⁾	11/25/2016	Common Stock	3,711	$1.7	I	Held by Spouse
Employee Stock Option (right to buy)	⁽¹²⁾	01/06/2017	Common Stock	31,958	$1.7	I	Held by Spouse
Employee Stock Option (right to buy)	01/06/2012	01/06/2017	Common Stock	2,031	$1.7	I	Held by Spouse
Employee Stock Option (right to buy)	03/01/2012	03/01/2017	Common Stock	1,015	$1.7	I	Held by Spouse
Employee Stock Option (right to buy)	12/20/2012	12/20/2017	Common Stock	6,280	$2.34	I	Held by Spouse
Employee Stock Option (right to buy)	⁽¹³⁾	01/02/2018	Common Stock	25,773	$3.41	I	Held by Spouse
Employee Stock Option (right to buy)	01/22/2013	01/22/2018	Common Stock	3,810	$3.41	I	Held by Spouse
Employee Stock Option (right to buy)	⁽¹⁴⁾	06/28/2018	Common Stock	293,784	$3.41	I	Held by Spouse
Employee Stock Option (right to buy)	⁽¹⁵⁾	01/01/2019	Common Stock	36,082	$6.4	I	Held by Spouse
Employee Stock Option (right to buy)	01/01/2014	01/01/2019	Common Stock	4,254	$6.4	I	Held by Spouse
Employee Stock Option (right to buy)	⁽¹⁶⁾	01/01/2020	Common Stock	36,082	$6.4	I	Held by Spouse
Employee Stock Option (right to buy)	02/01/2015	02/01/2020	Common Stock	1,860	$6.4	I	Held by Spouse
Call Option (right to buy)	04/05/2016	⁽¹⁷⁾	Common Stock	137,457	$9.7	D

Explanation of Responses:

1. Dr. Knowlton received a restricted stock award of 267,268 shares of the Company's common stock on September 28, 2016. All such shares of common stock will vest on May 31, 2017.

2. Calvin Knowlton received a restricted stock award of 337,307 shares of the Company's common stock on September 28, 2016. All such shares of common stock will vest on May 31, 2017.

3. The Stock Option vests 25% on October 25, 2012 and in equal 1/36th installments each month thereafter.

4. The Stock Option vests 25% on November 25, 2012 and in equal 1/36th installments each month thereafter.

5. The Stock Option vests 25% on January 6, 2013 and in equal 1/36th installments each month thereafter.

6. The Stock Option vests 25% on January 2, 2014 and in equal 1/36th installments each month thereafter.

7. The Stock Option vests 25% on June 28, 2014 and in equal 1/36th installments each month thereafter.

8. The Stock Option vests 25% on January 1, 2015 and in equal 1/36th installments each month thereafter.

9. The Stock Option vests 25% on January 1, 2016 and in equal 1/36th installments each month thereafter.

10. The Stock Option vests 25% on October 25, 2012 and in equal 1/36th installments each month thereafter.

11. The Stock Option vests 25% on November 25, 2012 and in equal 1/36th installments each month thereafter.

12. The Stock Option vests 25% on January 6, 2013 and in equal 1/36th installments each month thereafter.

13. The Stock Option vests 25% on January 2, 2014 and in equal 1/36th installments each month thereafter.

14. The Stock Option vests 25% on June 28, 2014 and in equal 1/36th installments each month thereafter.

15. The Stock Option vests 25% on January 1, 2015 and in equal 1/36th installments each month thereafter.

16. The Stock Option vests 25% on January 1, 2016 and in equal 1/36th installments each month thereafter.

17. The Call Option may be exercised at any time before the earlier of (i) six (6) months following the date shares of the Company's Common Stock are first sold publically in an offering registered with the Securities and Exchange Commission or (ii) April 5, 2018.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Brian W. Adams, attorney-in-fact	09/28/2016
	** 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 5 (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.
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