SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Emerald Stage2 Ventures, L.P.

(Last) (First) (Middle)
4801 S. BROAD ST., SUITE 400

(Street)
PHILADELPHIA PA 19112

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2016
3. Issuer Name and Ticker or Trading Symbol
Tabula Rasa HealthCare, Inc. [ TRHC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 25,773 D(1)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (2) (2) Common Stock 758,036 (2) D(1)(4)
Series A-1 Preferred Stock (3) (3) Common Stock 171,033 (3) D(1)(4)
1. Name and Address of Reporting Person*
Emerald Stage2 Ventures, L.P.

(Last) (First) (Middle)
4801 S. BROAD ST., SUITE 400

(Street)
PHILADELPHIA PA 19112

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Stage2 Capital Ventures Associates, L.P.

(Last) (First) (Middle)
4801 S. BROAD ST., SUITE 400

(Street)
PHILADELPHIA PA 19112

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Stage2 Capital Associates G.P., LLC

(Last) (First) (Middle)
4801 S. BROAD ST., SUITE 400

(Street)
PHILADELPHIA PA 19112

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities are held by Emerald Stage2Ventures, L.P. Stage2 Capital Ventures Associates, L.P. is the general partner of Emerald Stage2 Ventures, L.P. and Stage2 Capital Associates G.P., LLC is the general partner of Stage2 Capital Ventures Associates, L.P. Bruce Luehrs, who serves as a director of the Issuer, is an officer of Stage2 Capital Associates G.P., LLC.
2. The 1,470,590 shares of Series A Preferred Stock of the Issuer held by Emerald Stage2 Ventures, L.P. will automatically convert into shares of Common Stock immediately prior to the completion of the initial public offering of the Issuer.
3. The 331,804 shares of Series A-1 Preferred Stock of the Issuer held by Emerald Stage2 Ventures, L.P. will automatically convert into shares of Common Stock immediately prior to the completion of the initial public offering of the Issuer.
4. The Reporting Persons disclaim beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein (except to the extent of their pecuniary interest in such securities), and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Emerald Stage2 Ventures, L.P. By: Stage2 Capital Ventures Associates, L.P., its General Partner By: Stage2 Capital Associates G.P., LLC, its General Partner /s/ Saul Richter, Managing Partner 09/28/2016
Stage2 Capital Ventures Associates, L.P. By: Stage2 Capital Associates G.P., LLC, its General Partner /s/ Saul Richter, Managing Partner 09/28/2016
Stage2 Capital Associates G.P., LLC /s/ Saul Richter, Managing Partner 09/28/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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