0000921895-22-002282.txt : 20220725
0000921895-22-002282.hdr.sgml : 20220725
20220725164621
ACCESSION NUMBER: 0000921895-22-002282
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220721
FILED AS OF DATE: 20220725
DATE AS OF CHANGE: 20220725
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHRIER DEREK C
CENTRAL INDEX KEY: 0001250078
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37888
FILM NUMBER: 221103887
MAIL ADDRESS:
STREET 1: C/O INDABA CAPITAL MANAGEMENT, LLC
STREET 2: ONE LETTERMAN DR., BLDING D, SUITE DM700
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Indaba Capital Management, L.P.
CENTRAL INDEX KEY: 0001524362
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37888
FILM NUMBER: 221103889
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, SUITE DM700
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: (415) 680-1180
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, SUITE DM700
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
FORMER NAME:
FORMER CONFORMED NAME: Indaba Capital Management, LLC
DATE OF NAME CHANGE: 20110627
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: IC GP, LLC
CENTRAL INDEX KEY: 0001596505
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37888
FILM NUMBER: 221103888
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE,
STREET 2: BUILDING D, SUITE DM700
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: (415) 680-1180
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE,
STREET 2: BUILDING D, SUITE DM700
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Tabula Rasa HealthCare, Inc.
CENTRAL INDEX KEY: 0001651561
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 465726437
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 228 STRAWBRIDGE DRIVE
STREET 2: SUITE 100
CITY: MOORESTOWN
STATE: NJ
ZIP: 08057
BUSINESS PHONE: 866-648-2767
MAIL ADDRESS:
STREET 1: 228 STRAWBRIDGE DRIVE
STREET 2: SUITE 100
CITY: MOORESTOWN
STATE: NJ
ZIP: 08057
4
1
form410123014_07252022.xml
OWNERSHIP DOCUMENT
X0306
4
2022-07-21
0
0001651561
Tabula Rasa HealthCare, Inc.
TRHC
0001524362
Indaba Capital Management, L.P.
ONE LETTERMAN DRIVE
BUILDING D, SUITE DM700
SAN FRANCISCO
CA
94129
0
0
1
0
0001596505
IC GP, LLC
ONE LETTERMAN DRIVE,
BUILDING D, SUITE DM700
SAN FRANCISCO
CA
94129
0
0
1
0
0001250078
SCHRIER DEREK C
C/O INDABA CAPITAL MANAGEMENT, L.P.
ONE LETTERMAN DR., BLDING D, SUITE DM700
SAN FRANCISCO
CA
94129
0
0
1
0
Common Stock
2022-07-21
4
P
0
179790
3.8014
A
5348814
I
See Footnotes
Common Stock
2022-07-21
4
P
0
180210
3.9691
A
5529024
I
See Footnotes
Common Stock
2022-07-21
4
P
0
250000
3.5771
A
5779024
I
See Footnotes
Common Stock
2022-07-21
4
P
0
290000
4.1087
A
6069024
I
See Footnotes
Common Stock
2022-07-21
4
P
0
100000
4.1545
A
6169024
I
See Footnotes
Common Stock
2022-07-22
4
P
0
100000
4.2209
A
6269024
I
See Footnotes
Common Stock
2022-07-22
4
P
0
103292
4.0609
A
6372316
I
See Footnotes
Common Stock
2022-07-22
4
P
0
90000
4.4333
A
6462316
I
See Footnotes
1.75% Convertible Senior Subordinated Notes due 2026
2026-02-15
Common Stock
1282805
1282805
I
See Footnotes
This Form 4 is filed jointly by Indaba Capital Management, L.P. (the "Investment Manager"), IC GP, LLC ("IC GP"), and Derek C. Schrier (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Securities are held directly by Indaba Capital Fund, L.P. (the "Fund"). Pursuant to an Investment Management Agreement, the Fund and its general partner have delegated all voting and investment power over the securities directly held by the Fund to the Investment Manager. As a result, each of the Investment Manager, IC GP, as the general partner of Investment Manager, and Mr. Schrier, as Managing Member of IC GP, may be deemed to exercise voting and investment power over such securities. The Fund specifically disclaims beneficial ownership of such securities by virtue of its inability to vote or dispose of such securities as a result of such delegation to the Investment Manager.
The Fund directly holds $89,728,000 principal amount of the Issuer's 1.75% Convertible Senior Subordinated Notes due February 15, 2026 (the "Senior Notes"). Subject to conditions described in the indenture governing the Senior Notes, holders of the Senior Notes have the right to convert all or any portion of such Senior Notes into shares of the Issuer's Common Stock at an initial conversion rate of 14.2966 shares of Common Stock per $1,000 principal amount of Senior Notes, subject to adjustment as described in the indenture.
As the Issuer has the option, at its sole discretion, to settle conversions of the Senior Notes in cash, shares of Common Stock or a combination of cash and shares of Common Stock, the Reporting Persons are not deemed to be beneficial owners of any shares of Common Stock underlying the Senior Notes for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, as the Reporting Persons do not have the right to acquire such underlying shares of Common Stock.
Indaba Capital Management, L.P.; By: IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member
2022-07-25
IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member
2022-07-25
/s/ Derek C. Schrier
2022-07-25