Indaba Capital Management, L.P. - Jun 1, 2022 Form 3 Insider Report for Tabula Rasa HealthCare, Inc. (TRHC)

Role: 10%+ Owner
Signature: Indaba Capital Management, L.P.; By: IC GP, LLC, its general partner; By: /s/ Derek C. Schrier, Managing Member
Stock symbol: TRHC
Transactions as of: Jun 1, 2022
Transactions value $: $0
Form type: 3
Date filed: 6/7/2022, 04:36 PM
Previous filing: Apr 5, 2022
Next filing: Jul 6, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TRHC	Common Stock						5.17M	Jun 1, 2022	See Footnotes	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TRHC	1.75% Convertible Senior Subordinated Notes due 2026							Jun 1, 2022	Common Stock	1.28M		See Footnotes	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This Form 3 is filed jointly by Indaba Capital Management, L.P. (the "Investment Manager"), IC GP, LLC ("IC GP"), and Derek C. Schrier (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2	The securities of Tabula Rasa HealthCare, Inc. (the "Issuer") reported herein are held directly by Indaba Capital Fund, L.P. (the "Fund"). Pursuant to an Investment Management Agreement, the Fund and its general partner have delegated all voting and investment power over the securities directly held by the Fund to the Investment Manager. As a result, each of the Investment Manager, IC GP, as the general partner of Investment Manager, and Mr. Schrier, as Managing Member of IC GP, may be deemed to exercise voting and investment power over such securities. The Fund specifically disclaims beneficial ownership of such securities by virtue of its inability to vote or dispose of such securities as a result of such delegation to the Investment Manager.
F3	The Fund directly holds $89,728,000 principal amount of the Issuer's 1.75% Convertible Senior Subordinated Notes due February 15, 2026 (the "Senior Notes"). Subject to conditions described in the indenture governing the Senior Notes, holders of the Senior Notes have the right to convert all or any portion of such Senior Notes into shares of the Issuer's Common Stock at an initial conversion rate of 14.2966 shares of Common Stock per $1,000 principal amount of Senior Notes, subject to adjustment as described in the indenture.
F4	As the Issuer has the option, at its sole discretion, to settle conversions of the Senior Notes in cash, shares of Common Stock or a combination of cash and shares of Common Stock, the Reporting Persons are not deemed to be beneficial owners of any shares of Common Stock underlying the Senior Notes for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, as the Reporting Persons do not have the right to acquire such underlying shares of Common Stock.