0001193805-22-001273.txt : 20220916 0001193805-22-001273.hdr.sgml : 20220916 20220916175215 ACCESSION NUMBER: 0001193805-22-001273 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220913 FILED AS OF DATE: 20220916 DATE AS OF CHANGE: 20220916 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: 221248949 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: 221248948 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: 221248951 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: 221248950 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 e621923_4-trhc.xml X0306 4 2022-09-13 0 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 Common Stock 2022-09-13 4 A 0 52747 0.00 A 6574325 I See Footnote 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. Pursuant to the Tabula Rasa HealthCare, Inc. Non-Employee Director Compensation Policy (the "Policy"), Mr. Schrier received an Initial Equity Award (as such term is defined in the Policy) of 52,747 shares of restricted common stock of the Issuer in connection with Mr. Schrier's appointment to the Issuer's Board of Directors (the "Board"). The restricted stock awards vest in three equal annual installments on September 13, 2023, September 13, 2024 and September 13, 2025 so long as Mr. Schrier remains a director through each such vesting date. Because Mr. Schrier serves on the Board as a representative of the Fund and its affiliates, the Fund is 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 held directly by 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 the Investment Manager, and Derek C. Schrier, as Managing Member of IC GP, may be 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. Derek C. Schrier, the Managing Member of IC GP, LLC, the general partner of the investment manager of Indaba Capital Fund, L.P., is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are 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 2022-09-16 IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member 2022-09-16 Indaba Capital Fund, L.P.; By: Indaba Partners, LLC, its general partner; By: /s/ Derek C. Schrier, Senior Managing Member 2022-09-16 By: /s/ Derek C. Schrier 2022-09-16