4//SEC Filing
Greenhalgh Michael 4
Accession 0001415889-23-015121
CIK 0001651561other
Filed
Nov 13, 7:00 PM ET
Accepted
Nov 14, 8:41 PM ET
Size
21.3 KB
Accession
0001415889-23-015121
Insider Transaction Report
Form 4
Greenhalgh Michael
Chief Operating Officer
Transactions
- Disposition to Issuer
Common Stock
2023-11-03−193,208→ 393,776 total - Disposition to Issuer
Common Stock
2023-11-03−41,667→ 352,109 total - Disposition to Issuer
Common Stock
2023-11-03−130,234→ 221,875 total - Disposition to Issuer
Common Stock
2023-11-03−221,875→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2023-11-03−10,650→ 0 totalExercise: $14.23Exp: 2026-10-21→ Common Stock (10,650 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-11-03−3,850→ 0 totalExercise: $14.23Exp: 2026-10-21→ Common Stock (3,850 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-11-03−1,077→ 0 totalExercise: $13.78Exp: 2027-03-10→ Common Stock (1,077 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2023-11-03−20,770→ 0 totalExercise: $13.78Exp: 2027-03-10→ Common Stock (20,770 underlying)
Footnotes (8)
- [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"), 193,208 shares of common stock of the Company ("Common Stock") were converted into the right to receive a cash payment of $2,028,684, 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, 41,667 outstanding restricted stock units ("RSUs") were cancelled and converted into the right to receive a cash payment of $437,503.50, 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, 130,234 unvested restricted stock awards ("RSAs") were cancelled and converted into the right to receive a cash payment of $1,367,457, 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 221,875 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 $2,329,687.50, 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, 10,650 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, 3,850 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $14.23.
- [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, 1,077 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $13.78.
- [F8]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, 20,770 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $13.78.
Documents
Issuer
Tabula Rasa HealthCare, Inc.
CIK 0001651561
Entity typeother
Related Parties
1- filerCIK 0001805817
Filing Metadata
- Form type
- 4
- Filed
- Nov 13, 7:00 PM ET
- Accepted
- Nov 14, 8:41 PM ET
- Size
- 21.3 KB