Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

 

(Amendment No. 4)

 

TABULA RASA HEALTHCARE, INC.

 

Common Stock, $0.0001 par value per share

 

873379 101

 

James W. McKenzie, Jr.

Jeffrey P. Bodle

Kevin S. Shmelzer

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

(215) 963 - 5000

 

May 14, 2020

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

CUSIP No. 873379 101
1	NAME OF REPORTING PERSONS   Calvin H. Knowlton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   994,014 shares (1)
		8	SHARED VOTING POWER   80,836 shares (2)
		9	SOLE DISPOSITIVE POWER   994,014  shares (1)
		10	SHARED DISPOSITIVE POWER   80,836 shares (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,074,850  shares (1) (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.6% (3)
14	TYPE OF REPORTING PERSON   IN
(1) Consists of (a) 450,073 shares of Common Stock of the Company held directly by Dr. Calvin Knowlton, (b) 328,596 shares of unvested restricted Common Stock held directly by Dr. Calvin Knowlton, (c) 175,799 shares of Common Stock of the Company issuable upon the exercise of options within 60 days of May 14, 2020 by Dr. Calvin Knowlton, and (d) 39,546 shares of Common Stock of the Company held by The Knowlton Foundation, Inc., for which Dr. Calvin Knowlton serves as President and has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition thereof.   (2) Consists of (a) 4,290 shares of Common Stock of the Company held jointly by Drs. Calvin Knowlton and Orsula Knowlton, (b) 36,546 shares of Common Stock of the Company held by The Calvin and Orsula Knowlton Foundation, Inc., for which Drs. Calvin and Orsula Knowlton serve as Secretary and President, respectively, and (c) 40,000 shares of Common Stock of the Company held in trust for children of Drs. Calvin and Orsula Knowlton.   (3)  Based on 23,020,886 outstanding shares of Common Stock of the Company as of April 21, 2020, as set forth in the Companys Form 10-Q for the three months ended March 31, 2020 filed with the Securities and Exchange Commission on May 8, 2020, and 175,799 shares of Common Stock of the Company issuable upon the exercise of options within 60 days of May 14, 2020 by Dr. Calvin Knowlton.

 

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Explanatory Note

 

This Amendment No. 4 to Schedule 13D relates to the common stock, par value $0.0001 per share (the Common Stock), of Tabula Rasa HealthCare, Inc., a Delaware corporation (the Company), and amends the initial statement on Schedule 13D filed on October 11, 2016 (the Original Schedule 13D), as amended by Amendment No. 1 to Schedule 13D filed on June 20, 2017 (Amendment No. 1), as amended by Amendment No. 2 to Schedule 13D filed on January 12, 2018 (Amendment No. 2), as amended by Amendment No. 3 to Schedule 13D filed on May 22, 2019 (Amendment No. 3 and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 4, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Schedule 13D. This amendment to Schedule 13D amends the disclosures in the text of Items 4, 5 and 6 to update information about the Reporting Person.

 

Item 4.     Purpose of Transaction.

 

Item 4 is hereby amended by adding the following:

 

On September 25, 2019, Dr. Calvin Knowlton amended a Rule 10b5-1 Sales Trading Plan dated December 7, 2018, as modified on June 12, 2019 and September 18, 2019 (as amended, the 2018 Plan), with Merrill Lynch, Pierce, Fenner & Smith (Merrill Lynch). The description of the 2018 Plan set forth in Item 6 below is incorporated herein by reference in its entirety. The transactions contemplated by the 2018 Plan will result in the disposition of securities of the Company as further described in Item 5 below.

 

Except for the 2018 Plan, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D.

 

Item 5.     Interest in Securities of the Issuer.

 

(a)  (b)         On the date hereof, Dr. Calvin Knowlton directly or indirectly owns or has voting power with respect to a total of 1,074,850 shares of Common Stock of the Company, constituting 4.6% of the 23,020,886  outstanding shares of Common Stock of the Company as of April 21, 220, as set forth in the Companys Form 10-Q for the three months ended March 31, 2020 filed with the Securities and Exchange Commission on May 8, 2020, and 175,799 shares of Common Stock of the Company issuable upon the exercise of options within 60 days of May 14, 2020 by Dr. Calvin Knowlton.

 

Dr. Calvin Knowlton is married to Dr. Orsula Knowlton, the Companys President and Chief New Business & Marketing Officer. Dr. Calvin Knowlton may be deemed to beneficially own the shares of Common Stock of the Company beneficially owned by Dr. Orsula Knowlton. Dr. Orsula Knowlton beneficially owns (i) 498,936 shares of Common Stock, (ii) 248,475 shares of unvested restricted Common Stock, and (iii) 155,382  shares of Common Stock of the Company issuable upon the exercise of options by Dr. Orsula Knowlton within 60 days of May 14, 2020, constituting 3.9% of the 23,020,886 outstanding shares of Common Stock of the Company as of April 21, 2020, as set forth in the Companys Form 10-Q for the three months ended March 31, 2020 filed with the Securities and Exchange Commission on May 8, 2020, and 155,382 shares of Common Stock of the Company issuable upon the exercise of options within 60 days of May 14, 2020 by Dr. Orsula Knowlton. Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by either Dr. Calvin Knowlton or Dr. Orsula Knowlton that he or she is the beneficial owner of the shares of Common Stock beneficially owned by his or her spouse for purposes of Section 13(d) of the Exchange Act, or for any other purpose.

 

On December 31, 2019, Dr. Calvin Knowlton made a gift of 20,000 shares of Common Stock to be held in two trusts for the benefit of Dr. Calvin Knowltons children who share his household. As a result, Dr. Calvin Knowlton may be deemed to beneficially own the shares of Common Stock of the Company held in trust for the benefit of the children which share his household. Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by Dr. Calvin Knowlton that he is the beneficial owner of these shares of Common Stock held in trust for purposes of Section 13(d) of the Exchange Act, or for any other purpose.

 

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Dr. Calvin Knowlton has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of (i) 450,073 shares of Common Stock of the Company held directly by Dr. Calvin Knowlton, (ii) 328,596 shares of unvested restricted Common Stock held directly by Dr. Calvin Knowlton, (iii) 175,799 shares of Common Stock of the Company issuable upon the exercise of options within 60 days of May 14, 2020 by Dr. Calvin Knowlton, and (iv) 39,546 shares of Common Stock of the Company held by The Knowlton Foundation, Inc., for which Dr. Calvin Knowlton serves as President.

 

Drs. Calvin and Orsula Knowlton may be deemed to have shared voting and investment power over (i) 4,290 shares of Common Stock held jointly by Drs. Calvin Knowlton and Orsula Knowlton, (ii) 36,546 shares of Common Stock held by The Calvin and Orsula Knowlton Foundation, Inc., for which Drs. Calvin and Orsula Knowlton serve as Secretary and President, respectively, and (iii) 40,000 shares of Common Stock of the Company held in trust for minor children of Drs. Calvin and Orsula Knowlton.

 

(c)

 

On May 12, 2020, Dr. Calvin Knowlton made a gift of 5,000 shares of Common Stock to one of his children.

 

On May 7, 2020, Dr. Calvin Knowlton sold 8,000 shares of Common Stock at an average price per share of $60.09. The sales were pursuant to the 2018 Plan.

 

On April 24, 2020, The Calvin and Orsula Knowlton Foundation, Inc. sold 1,500 shares of Common Stock at an average price per share of $62.03. The sales were pursuant to a Rule 10b5-1 trading plan adopted by The Calvin and Orsula Knowlton Foundation, Inc. on December 7, 2019.

 

On April 17, 2020, Dr. Orsula Knowlton sold 8,000 shares of Common Stock at an average price per share of $56.77. The sales were pursuant to a Rule 10b5-1 trading plan adopted by Dr. Orsula Knowlton on March 27, 2019.

 

On April 7, 2020, Dr. Calvin Knowlton sold 8,000 shares of Common Stock at an average price per share of $51.88. The sales were pursuant to the 2018 Plan.

 

On March 18, 2020, Dr. Orsula Knowlton sold 8,000 shares of Common Stock at an average price per share of $40.00. The sales were pursuant to a Rule 10b5-1 trading plan adopted by Dr. Orsula Knowlton on March 27, 2019.

 

(d)           No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Company held by the Reporting Person.

 

(e)            As of December 31, 2019, Dr. Calvin Knowlton ceased to be the beneficial owner of more than five percent of the Companys Common Stock.

 

Item 6.     Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

 

On September 25, 2019, Dr. Calvin Knowlton amended the 2018 Plan with Merrill Lynch, providing for the sale of up to 96,000 shares of Common Stock, subject to the parameters of the 2018 Plan. All sales under the 2018 Plan are to be made in accordance with the terms, conditions and restrictions of the 2018 Plan and the Reporting Person shall not have any control, influence or authority over sales made pursuant to the 2018 Plan.

 

Except for the 2018 Plan, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect to any securities of the Company, including but not limited to transfer of voting of any of the shares, finders fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss, or the giving or withholding of proxies.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Dated:  May 19, 2020

 

/s/ Calvin H. Knowlton
Calvin H. Knowlton

 

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