0001415889-23-015125.txt : 20231114
0001415889-23-015125.hdr.sgml : 20231114
20231114205008
ACCESSION NUMBER: 0001415889-23-015125
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: Helling Dennis
CENTRAL INDEX KEY: 0001700642
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37888
FILM NUMBER: 231408834
MAIL ADDRESS:
STREET 1: 228 STRAWBRIDGE DRIVE, SUITE 100
CITY: MOORESTOWN
STATE: NJ
ZIP: 08057
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
form4-11152023_011102.xml
X0508
4
2023-11-03
1
0001651561
Tabula Rasa HealthCare, Inc.
TRHC
0001700642
Helling Dennis
228 STRAWBRIDGE DRIVE
SUITE 100
MOORESTOWN
NJ
08057
true
false
false
false
0
Common Stock
2023-11-03
4
D
0
82676
D
29433
D
Common Stock
2023-11-03
4
D
0
3792
D
25641
D
Common Stock
2023-11-03
4
D
0
25641
D
0
D
Stock Option (Right to Buy)
14
2023-11-03
4
D
0
2369
0
D
2027-01-30
Common Stock
2369
0
D
Upon the consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, by and among Tabula Rasa HealthCare, Inc. (the "Company"), Locke Buyer, LLC and Locke Merger Sub, Inc., dated August 5, 2023 (the "Merger Agreement"), 82,676 shares of common stock of the Company ("Common Stock") were converted into the right to receive a cash payment of $868,098, representing the product obtained by multiplying (x) aggregate number of shares of Common Stock owned by the reporting person, by (y) the offer price ($10.50).
Upon the consummation of the Merger, pursuant to the Merger Agreement, 3,792 outstanding restricted stock units ("RSUs") were cancelled and converted into the right to receive a cash payment of $39,816, representing the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the RSUs, by (y) the offer price ($10.50).
Upon the consummation of the Merger, pursuant to the Merger Agreement, 25,641 unvested restricted stock awards ("RSAs") were cancelled and converted into the right to receive a cash payment of $269,230.50, representing the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the RSAs, by (y) the offer price ($10.50).
Pursuant to the Merger Agreement, any stock option with an exercise price per share of Common Stock that was equal to or greater than the offer price ($10.50) was to be cancelled for no consideration. Accordingly, upon the consummation of the Merger, 2,369 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $14.
/s/ Brian W. Adams
2023-11-14