0000921895-23-002642.txt : 20231114 0000921895-23-002642.hdr.sgml : 20231114 20231114180023 ACCESSION NUMBER: 0000921895-23-002642 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231103 FILED AS OF DATE: 20231114 DATE AS OF CHANGE: 20231114 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: 231408312 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 Fund, L.P. CENTRAL INDEX KEY: 0001516452 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37888 FILM NUMBER: 231408311 BUSINESS ADDRESS: STREET 1: MAPLES CORPORATE SERVICES STREET 2: 121 SOUTH CHURCH STREET CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 345 949 8066 MAIL ADDRESS: STREET 1: MAPLES CORPORATE SERVICES STREET 2: 121 SOUTH CHURCH STREET CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 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: 231408314 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: 231408313 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_11132023.xml OWNERSHIP DOCUMENT X0508 4 2023-11-03 1 0001651561 Tabula Rasa HealthCare, Inc. TRHC 0001524362 Indaba Capital Management, L.P. ONE LETTERMAN DRIVE BUILDING D, SUITE DM700 SAN FRANCISCO CA 94129 1 0 1 0 0001596505 IC GP, LLC ONE LETTERMAN DRIVE, BUILDING D, SUITE DM700 SAN FRANCISCO CA 94129 1 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 1 0 1 0 0001516452 Indaba Capital Fund, L.P. MAPLES CORPORATE SERVICES 121 SOUTH CHURCH STREET GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 1 0 0 0 0 Common Stock 2023-11-03 4 D 0 6599966 10.50 D 0 I See Footnotes 1.75% Convertible Senior Subordinated Notes due 2026 2023-11-06 4 S 0 67500000 67243500 D 2026-02-15 Common Stock 965020 317785 I See Footnotes 1.75% Convertible Senior Subordinated Notes due 2026 2023-11-07 4 S 0 22228000 22145756 D 2026-02-15 Common Stock 317785 0 I See Footnotes Pursuant to the Agreement and Plan of Merger, dated as of August 5, 2023 (the "Merger Agreement"), by and among the Issuer, Locke Buyer, LLC, a Delaware limited liability company ("Parent"), and Locke Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), effective November 3, 2023, among other things, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to $10.50 per share, without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, each outstanding (i) (A) restricted stock unit that was subject solely to time-based vesting conditions (each, a "Company RSU"), whether vested or unvested, and (B) share of Common Stock that was subject to vesting, repurchase or forfeiture (each, a "Company Restricted Share"), and (ii) restricted stock unit that was subject to both performance-based and time-based vesting conditions (each, a "Company PSU") that was vested as of immediately prior to the Effective Time but not yet settled or that automatically vested as a result of the Merger in accordance with its terms and without the exercise of discretion (each, a "Vested Company PSU"), in the case of each of clause (i) and (ii), was canceled and the holder thereof became entitled to receive an amount in cash equal to the Merger Consideration, provided that any Company PSU that did not constitute a Vested Company PSU was forfeited and canceled for no consideration. This Form 4 is filed jointly by Indaba Capital Fund, L.P. (the "Fund"), 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. Because Mr. Schrier served on the Board as a representative of the Fund and its affiliates, the Fund was entitled to receive the direct economic interest in securities granted to Mr. Schrier by the Issuer in respect of Mr. Schrier's Board position. Mr. Schrier disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Schrier had any economic interest in such securities except any indirect economic interest through the Fund and its affiliates. Securities that were held directly by the Fund. Pursuant to an Investment Management Agreement, the Fund and its general partner had 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 the Investment Manager, and Derek C. Schrier, as Managing Member of IC GP, may have been deemed to exercise voting and investment power over such securities. Each of the Investment Manager, IC GP and Mr. Schrier disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The Fund directly held $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 had the right to convert all or any portion of such Senior Notes into shares of the Issuer's Common Stock at a conversion rate of 14.2966 shares of Common Stock per $1,000 principal amount of Senior Notes, as described in the indenture. Derek C. Schrier, the Managing Member of IC GP, LLC, the general partner of the investment manager of Indaba Capital Fund, L.P., was a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons were deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. Indaba Capital Management, L.P.; By: IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member 2023-11-14 IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member 2023-11-14 Indaba Capital Fund, L.P.; By: Indaba Partners, LLC, its general partner; By: /s/ Derek C. Schrier, Senior Managing Member 2023-11-14 By: /s/ Derek C. Schrier 2023-11-14