0000921895-22-002289.txt : 20220727 0000921895-22-002289.hdr.sgml : 20220727 20220727171758 ACCESSION NUMBER: 0000921895-22-002289 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220725 FILED AS OF DATE: 20220727 DATE AS OF CHANGE: 20220727 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: 221111873 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: 221111875 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: 221111874 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_07272022.xml OWNERSHIP DOCUMENT X0306 4 2022-07-25 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 2022-07-25 4 P 0 59262 4.2803 A 6521578 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 2022-07-27 IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member 2022-07-27 /s/ Derek C. Schrier 2022-07-27