Brian W. Adams - Nov 3, 2023 Form 4 Insider Report for Tabula Rasa HealthCare, Inc. (TRHC)

Role
CHIEF EXECUTIVE OFFICER
Signature
/s/ Brian W. Adams
Stock symbol
TRHC
Transactions as of
Nov 3, 2023
Transactions value $
$0
Form type
4
Date filed
11/14/2023, 08:16 PM
Previous filing
Jun 30, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TRHC Common Stock Disposed to Issuer -249K -32.51% 518K Nov 3, 2023 Direct F1
transaction TRHC Common Stock Disposed to Issuer -55.6K -10.73% 462K Nov 3, 2023 Direct F2
transaction TRHC Common Stock Disposed to Issuer -170K -36.68% 293K Nov 3, 2023 Direct F3
transaction TRHC Common Stock Disposed to Issuer -293K -100% 0 Nov 3, 2023 Direct F4

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
transaction TRHC Stock Option (Right to Buy) Disposed to Issuer $0 -21.4K -100% $0.00* 0 Nov 3, 2023 Common Stock 21.4K $14.23 Direct F5
transaction TRHC Stock Option (Right to Buy) Disposed to Issuer $0 -1.08K -100% $0.00* 0 Nov 3, 2023 Common Stock 1.08K $13.78 Direct F6
transaction TRHC Stock Option (Right to Buy) Disposed to Issuer $0 -38.3K -100% $0.00* 0 Nov 3, 2023 Common Stock 38.3K $13.78 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brian W. Adams is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Upon the consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, by and among Tabula Rasa HealthCare, Inc. (the "Company"), Locke Buyer, LLC and Locke Merger Sub, Inc., dated August 5, 2023 (the "Merger Agreement"), 249,477 shares of common stock of the Company ("Common Stock") were converted into the right to receive a cash payment of $2,619,508.50, representing the product obtained by multiplying (x) aggregate number of shares of Common Stock owned by the reporting person, by (y) the offer price ($10.50).
F2 Upon the consummation of the Merger, pursuant to the Merger Agreement, 55,556 outstanding restricted stock units ("RSUs") were cancelled and converted into the right to receive a cash payment of $583,338, representing the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the RSUs, by (y) the offer price ($10.50).
F3 Upon the consummation of the Merger, pursuant to the Merger Agreement, 169,570 unvested restricted stock awards ("RSAs") were cancelled and converted into the right to receive a cash payment of $1,780,485, representing the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the RSAs, by (y) the offer price ($10.50).
F4 Represents 292,708 shares of Common Stock underlying performance stock units ("PSUs") that were vested as of immediately prior to the effective time of the Merger but not yet settled or that automatically vested as a result of the Merger in accordance with their terms and without the exercise of discretion. The PSUs were not previously reported as the number of shares underlying the PSUs was not determinable. Pursuant to the terms of the Merger Agreement, the PSUs were cancelled in the Merger and converted into the right to receive a cash payment of $3,073,434, representing the product obtained by multiplying (x) the aggregate number of shares of Common Stock issuable in settlement of the PSUs, by (y) the offer price ($10.50).
F5 Pursuant to the Merger Agreement, any stock option with an exercise price per share of Common Stock that was equal to or greater than the offer price ($10.50) was to be cancelled for no consideration. Accordingly, upon the consummation of the Merger, 21,350 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $14.23.
F6 Pursuant to the Merger Agreement, any stock option with an exercise price per share of Common Stock that was equal to or greater than the offer price ($10.50) was to be cancelled for no consideration. Accordingly, upon the consummation of the Merger, 1,077 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $13.78.
F7 Pursuant to the Merger Agreement, any stock option with an exercise price per share of Common Stock that was equal to or greater than the offer price ($10.50) was to be cancelled for no consideration. Accordingly, upon the consummation of the Merger, 38,270 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $13.78.