Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Explanatory Note

This Amendment No. 1 to Schedule 13D relates to the common stock, par value $0.0001 per share (the Common Stock) of Tabula Rasa HealthCare, Inc. (the Company), a Delaware corporation, and amends the initial statement on Schedule 13D filed on October 11, 2016 (the Original Schedule 13D and, together with this Amendment No. 1, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 1 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, 6 and 7 to update information about the Reporting Persons

Item 4.

Purpose of Transaction.

Item 4 is hereby amended by adding the following:

On May 4, 2017, Dr. Orsula Knowlton entered into a Rule 10b5-1 Sales Trading Plan (the Plan) with Merrill Lynch, Pierce, Fenner & Smith (Merrill Lynch). The description of the Plan set forth in Item 6 below is incorporated herein by reference in its entirety.

The transactions contemplated by the Plan will result in the disposition of securities of the Company as further described in Item 5 below. Except for the 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)         Dr. Calvin Knowlton beneficially owns 1,058,070 shares of Common Stock of the Company, constituting 6.2% of the 17,097,080 outstanding shares of Common Stock of the Company as of March 31, 2017, as set forth in the Companys Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 2, 2017.  Dr. Orsula Knowlton beneficially owns 1,007,569 shares of Common Stock of the Company, constituting 5.9% of the 17,097,080 outstanding shares of Common Stock of the Company as of March 31, 2017, as set forth in the Companys Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 2, 2017.

Drs. Calvin and Orsula Knowlton are husband and wife, and may be deemed to beneficially own the shares of Common Stock of the Company beneficially owned by the other person.  Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by either Reporting Person that it is the beneficial owner of the shares of Common Stock beneficially owned by the other Reporting Person referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose.

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 1,002,234 shares of Common Stock of the Company, which consist of (i) 576,765 shares of common stock held directly by Dr. Calvin Knowlton, (ii) 337,307 shares of unvested restricted stock held directly by Dr. Calvin Knowlton (iii) 36,616 shares of common stock issuable upon the exercise of options within 60 days of March 31, 2017 by Dr. Calvin Knowlton, and (d) 51,546 shares of common stock held by The Knowlton Foundation, Inc., for which Dr. Calvin Knowlton serves as President.

Dr. Orsula Knowlton has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of 951,733 shares of Common Stock of the Company, which consist of (i) 647,849 shares of Common Stock of the Company held directly by Dr. Orsula Knowlton, (ii) 267,268 shares of unvested restricted stock issued to Dr. Orsula Knowlton and (iii) 36,616 shares of Common Stock of the Company issuable upon the exercise of options within 60 days of March 31, 2017 by Dr. Orsula Knowlton.

Drs. Calvin and Orsula Knowlton have shared voting and investment power over 55,836 shares of Common Stock of the Company, which consist of (i) 4,290 shares of Common Stock of the Company held jointly by Drs. Calvin Knowlton and Orsula Knowlton and (ii) 51,546 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.

(c)           On May 17, 2017, Dr. Orsula Knowlton sold 8,000 shares of Common Stock at an average price per share of $11.9389. The sales were pursuant to the Rule 10b5-1 Sales Trading Plan.

Since the Original Schedule 13D, Dr. Calvin Knowlton has acquired 219,758 shares of Common Stock and Dr. Orsula Knowlton has acquired 218,278 shares of Common Stock, as a result of the exercise of stock options that were granted to the Reporting Persons during the course of their tenure as officers and/or directors of the Company.

On June 12, 2017, both Dr. Calvin Knowlton and Dr. Orsula Knowlton entered into amendments to the restricted stock awards, dated September 28, 2016, pursuant to which Dr. Calvin Knowlton and Dr. Orsula Knowlton were issued 337,307 and 267,268 shares of the Companys Common Stock, respectively. All such shares of Common Stock were scheduled to vest on May 31, 2017. Notwithstanding the foregoing, pursuant to the amendments to the restricted stock awards, all shares underlying such restricted stock awards will now vest in full on May 31, 2018.

(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 Persons.

(e)           Not Applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On May 4, 2017, Dr. Orsula Knowlton entered into the Plan with Merrill Lynch, providing for the sale of up to 48,000 shares of Common Stock over an approximately six month period, subject to the parameters of the Plan. All sales under the Plan are to be made in accordance with the terms, conditions and restrictions of the Plan and the Reporting Person shall not have any control, influence or authority over sales made pursuant to the Plan.

Except for the Plan, there are no contracts, arrangements, understandings or relationships between the Reporting Persons 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.

/s/ Calvin H. Knowlton

Calvin H. Knowlton

/s/ Orsula V. Knowlton

Orsula V. Knowlton