Indaba Capital Management, L.P. - Sep 13, 2022 Form 4 Insider Report for Tabula Rasa HealthCare, Inc. (TRHC)

Signature
Indaba Capital Management, L.P.; By: IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member
Stock symbol
TRHC
Transactions as of
Sep 13, 2022
Transactions value $
$0
Form type
4
Date filed
9/16/2022, 05:52 PM
Previous filing
Jul 27, 2022
Next filing
Jan 24, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TRHC Common Stock Award $0 +52.7K +0.81% $0.00 6.57M Sep 13, 2022 See Footnote F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 is filed jointly by Indaba Capital Fund, L.P. (the "Fund"), 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 Pursuant to the Tabula Rasa HealthCare, Inc. Non-Employee Director Compensation Policy (the "Policy"), Mr. Schrier received an Initial Equity Award (as such term is defined in the Policy) of 52,747 shares of restricted common stock of the Issuer in connection with Mr. Schrier's appointment to the Issuer's Board of Directors (the "Board").
F3 The restricted stock awards vest in three equal annual installments on September 13, 2023, September 13, 2024 and September 13, 2025 so long as Mr. Schrier remains a director through each such vesting date.
F4 Because Mr. Schrier serves on the Board as a representative of the Fund and its affiliates, the Fund is entitled to receive the direct economic interest in securities granted to Mr. Schrier by the Issuer in respect of Mr. Schrier's Board position. Mr. Schrier disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Schrier had any economic interest in such securities except any indirect economic interest through the Fund and its affiliates.
F5 Securities held directly by 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 the Investment Manager, and Derek C. Schrier, as Managing Member of IC GP, may be deemed to exercise voting and investment power over such securities. Each of the Investment Manager, IC GP and Mr. Schrier disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

Remarks:

Derek C. Schrier, the Managing Member of IC GP, LLC, the general partner of the investment manager of Indaba Capital Fund, L.P., is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.