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