SEC Form 4 · accession 0001192482-16-000722
Tabula Rasa HealthCare, Inc. · TRHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Gausling
10% Owner
Period of report
Oct 4, 2016
Accepted (ET)
Oct 5, 2016 · 4:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001651561
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Oct 4, 2016 | C | 1,516,070 | — | A | 1,636,888 | I | By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P. |
| Common StockF1,F2,F3 | Oct 4, 2016 | C | 971,012 | — | A | 2,607,900 | I | By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P. |
| Common StockF1,F2,F3 | Oct 4, 2016 | C | 172,967 | — | A | 2,780,867 | I | By Originate Growth Fund #1A, L.P. and Originate Growth Fund #1Q, L.P. |
| Common Stock | Oct 4, 2016 | P | 8,000 | $12.00 | A | 2,788,867 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F2,F3,F4 | — | Oct 4, 2016 | C | 2,941,176 | D | — | — | Common Stock | 1,516,070 | 0 | I |
| Series A-1 Preferred StockF1,F2,F3,F4 | — | Oct 4, 2016 | C | 1,883,763 | D | — | — | Common Stock | 971,012 | 0 | I |
| Series B Preferred StockF1,F2,F3,F4 | — | Oct 4, 2016 | C | 335,557 | D | — | — | Common Stock | 172,967 | 0 | I |
Explanation of responses
- F1The shares consist of (a) 472,560 shares of common stock issued upon the conversion of 916,766 shares of Series A preferred stock held by Originate Growth Fund #1A, L.P., ("Originate #1A"), (b) 1,043,510 shares of common stock issued upon the conversion of 2,024,410 shares of Series A preferred stock held by Originate Growth Fund #1Q, L.P., ("Originate #1Q"), (c) 302,659 shares of common stock issued upon the conversion of 587,158 shares of Series A-1 preferred stock held by Originate #1A, (d) 668,353 shares of common stock issued upon the conversion of 1,296,605 shares of Series A-1 preferred stock held by Originate #1Q, (e) 53,912 shares of common stock issued upon the conversion of 104,589 shares of Series B preferred stock held by Originate #1A, (f) 119,055 shares of common stock issued upon the conversion of 230,968 shares of Series B preferred stock held by Originate #1Q, (g) 37,658 shares of common stock held by Originate #1A, (CONTINUED IN FOOTNOTE 2)
- F2and (h) 83,160 shares of common stock held by Originate #1Q.
- F3The general partner of both Originate #1Q and Originate #1A is Originate GP, LLC, a limited liability company. The members of Originate GP, LLC are Glen Bressner, Eric Arnson, and Michael Gausling. The members of Originate GP share voting and dispositive power over the shares held by Originate #1Q and Originate #1A. Mr. Gausling disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.
- F4All series of Preferred Stock automatically converted into Tabula Rasa HealthCare, Inc. (the "Issuer") common stock immediately prior to the closing of the initial public offering and have no expiration date.