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