0001104659-16-147218.txt : 20160928 0001104659-16-147218.hdr.sgml : 20160928 20160928184925 ACCESSION NUMBER: 0001104659-16-147218 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160928 FILED AS OF DATE: 20160928 DATE AS OF CHANGE: 20160928 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Knowlton Calvin H CENTRAL INDEX KEY: 0001685833 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37888 FILM NUMBER: 161908029 MAIL ADDRESS: STREET 1: 228 STRAWBRIDGE DRIVE STREET 2: SUITE 100 CITY: MOORESTOWN STATE: NJ ZIP: 08057 3 1 a3.xml 3 X0206 3 2016-09-28 0 0001651561 Tabula Rasa HealthCare, Inc. TRHC 0001685833 Knowlton Calvin H 228 STRAWBRIDGE DRIVE, SUITE 100 MOORESTOWN NJ 08057 1 1 1 0 Chief Executive Officer Common Stock 353037 D Common Stock 433601 I Held by Spouse Common Stock 337307 D Common Stock 267268 I Held by Spouse Employee Stock Option (right to buy) 1.70 2016-10-25 Common Stock 309 D Employee Stock Option (right to buy) 1.70 2016-11-25 Common Stock 3711 D Employee Stock Option (right to buy) 1.70 2017-01-06 Common Stock 31958 D Employee Stock Option (right to buy) 1.70 2012-01-06 2017-01-06 Common Stock 2031 D Employee Stock Option (right to buy) 1.70 2012-03-01 2017-03-01 Common Stock 1015 D Employee Stock Option (right to buy) 2.34 2012-12-20 2017-12-20 Common Stock 6280 D Employee Stock Option (right to buy) 3.41 2018-01-02 Common Stock 25773 D Employee Stock Option (right to buy) 3.41 2013-01-22 2018-01-22 Common Stock 3810 D Employee Stock Option (right to buy) 3.41 2018-06-28 Common Stock 293784 D Employee Stock Option (right to buy) 6.40 2019-01-01 Common Stock 36082 D Employee Stock Option (right to buy) 6.40 2014-01-01 2019-01-01 Common Stock 4254 D Employee Stock Option (right to buy) 6.40 2020-01-01 Common Stock 36082 D Employee Stock Option (right to buy) 6.40 2015-02-01 2020-02-01 Common Stock 1860 D Employee Stock Option (right to buy) 1.70 2016-10-25 Common Stock 309 I Held by Spouse Employee Stock Option (right to buy) 1.70 2016-11-25 Common Stock 3711 I Held by Spouse Employee Stock Option (right to buy) 1.70 2017-01-06 Common Stock 31958 I Held by Spouse Employee Stock Option (right to buy) 1.70 2012-01-06 2017-01-06 Common Stock 1879 I Held by Spouse Employee Stock Option (right to buy) 1.70 2012-03-01 2017-03-01 Common Stock 939 I Held by Spouse Employee Stock Option (right to buy) 2.34 2017-12-20 2017-12-20 Common Stock 5809 I Held by Spouse Employee Stock Option (right to buy) 3.41 2018-01-02 Common Stock 25773 I Held by Spouse Employee Stock Option (right to buy) 3.41 2013-01-22 2018-01-22 Common Stock 3524 I Held by Spouse Employee Stock Option (right to buy) 3.41 2018-06-28 Common Stock 293784 I Held by Spouse Employee Stock Option (right to buy) 6.40 2019-01-01 Common Stock 36082 I Held by Spouse Employee Stock Option (right to buy) 6.40 2014-01-01 2019-01-01 Common Stock 3261 I Held by Spouse Employee Stock Option (right to buy) 6.40 2020-01-01 Common Stock 36082 I Held by Spouse Employee Stock Option (right to buy) 6.40 2015-02-01 2020-02-01 Common Stock 1662 I Held by Spouse Call Option (right to buy) 9.70 2016-04-05 Common Stock 137457 D Dr. Knowlton received a restricted stock award of 337,307 shares of the Company's common stock on September 28, 2016. All such shares of common stock will vest on May 31, 2017. Orsula Knowlton received a restricted stock award of 267,268 shares of the Company's common stock on September 28, 2016. All such shares of common stock will vest on May 31, 2017. The Stock Option vests 25% on October 25, 2012 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on November 25, 2012 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on January 6, 2013 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on January 2, 2014 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on June 28, 2014 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on January 1, 2015 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on January 1, 2016 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on October 25, 2012 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on November 25, 2012 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on January 6, 2013 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on January 2, 2014 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on June 28, 2014 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on January 1, 2015 and in equal 1/36th installments each month thereafter. The Stock Option vests 25% on January 1, 2016 and in equal 1/36th installments each month thereafter. The Call Option may be exercised at any time before the earlier of (i) six (6) months following the date shares of the Company's Common Stock are first sold publically in an offering registered with the Securities and Exchange Commission or (ii) April 5, 2018. Exhibit 24 - Power of Attorney /s/ Brian W. Adams, attorney-in-fact 2016-09-28 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

LIMITED POWER OF ATTORNEY

FOR SECTION 16 REPORTING OBLIGATIONS

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Orsula V. Knowlton, President of Tabula Rasa HealthCare, Inc. (the “Company”), and Brian W. Adams, Chief Financial Officer of the Company, or either of them acting singly and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

1.             execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or beneficial owner of more than 10% of the outstanding equity securities of the Company, Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

 

2.             do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”) and any securities exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; and

 

3.             take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

[SIGNATURE PAGE FOLLOWS]

 


 

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 15th day of October, 2015.

 

 

Signed and acknowledged:

 

 

 

/s/ Calvin H. Knowlton

 

Name: Calvin H. Knowlton

 

[Signature Page to Limited Power of Attorney]