SEC FORM 3

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^*

LUBIN DANIEL C

(Last)

(First)

(Middle)

250 PARK AVENUE, SUITE 1102

(Street)

NEW YORK

10177

(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)

X	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)

X	Form filed by One Reporting Person
	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	36,811	I	By Radius Venture Partners III (Ohio), L.P.⁽¹⁾
Common Stock	293,100	I	By Radius Venture Partners III QP, L.P.⁽²⁾
Common Stock	26,879	I	Radius Venture Partners III, L.P.⁽³⁾
Common Stock	5,565⁽⁴⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	29,346	⁽⁵⁾	I	By Radius Venture Partners III (Ohio), L.P.⁽¹⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	233,659	⁽⁵⁾	I	By Radius Venture Partners III QP, L.P.⁽²⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	21,428	⁽⁵⁾	I	Radius Venture Partners III, L.P.⁽³⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	270,952	⁽⁵⁾	I	By Radius Venture Partners III (Ohio), L.P.⁽¹⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	2,157,390	⁽⁵⁾	I	By Radius Venture Partners III QP, L.P.⁽²⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	197,846	⁽⁵⁾	I	Radius Venture Partners III, L.P.⁽³⁾

Explanation of Responses:

1. These securities are held directly by Radius Venture Partners III (Ohio), L.P. and indirectly by Radius Venture Partners III, LLC, the general partner of Radius Venture Partners III (Ohio), L.P., Jordan S. Davis, managing member of Radius Venture Partners III, LLC, and Daniel C. Lubin, managing member of Radius Venture Partners III, LLC. Mr. Lubin, a director of the Issuer, and Mr. Davis share voting and dispositive power with respect to the shares held by Radius Venture Partners III (Ohio), L.P. Each of Radius Venture Partners III, LLC, Mr. Davis, and Mr. Lubin may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein.

2. These securities are held directly by Radius Venture Partners III QP, L.P and indirectly by Radius Venture Partners III, LLC, the general partner of Radius Venture Partners III QP, L.P., Jordan S. Davis, managing member of Radius Venture Partners III, LLC, and Daniel C. Lubin, managing member of Radius Venture Partners III, LLC. Mr. Lubin, a director of the Issuer, and Mr. Davis share voting and dispositive power with respect to the shares held by Radius Venture Partners III QP, L.P. Each of Radius Venture Partners III, LLC, Mr. Davis, and Mr. Lubin may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein.

3. These securities are held directly by Radius Venture Partners III, L.P., and indirectly by Radius Venture Partners III, LLC, the general partner of Radius Venture Partners III, L.P., Jordan S. Davis, managing member of Radius Venture Partners III, LLC, and Daniel C. Lubin, managing member of Radius Venture Partners III, LLC. Mr. Lubin, a director of the Issuer, and Mr. Davis share voting and dispositive power with respect to the shares held by Radius Venture Partners III, L.P. Each of Radius Venture Partners III, LLC, Mr. Davis, and Mr. Lubin may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein.

4. Mr. Lubin received a restricted stock award of 3,710 shares of common stock on September 28, 2016. One-third of the restrictions on these 3,710 shares will lapse on each of the first, second and third anniversary of the grant date. Mr. Lubin also received a restricted stock award of 1,855 shares of common stock on September 28, 2016, and such common stock vests in full on the earlier of the next annual shareholder meeting or the one year anniversary of the date of grant.

5. Each share of Series A-1 Preferred Stock and Series B Preferred Stock will convert automatically into shares of Issuer's Common Stock immediately prior to the closing of Issuer's initial public offering.

6. The securities do not have an expiration date.

Remarks:

Exhibit 24 - Powers of Attorney

	/s/ Dr. Calvin H. Knowlton, Attorney-in-Fact for Daniel Lubin	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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