| | | | | | | | | | | | | | | | | | | | | | |
Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 2/13/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1770141 |
| Issuer Name: UpHealth, Inc. |
| Issuer Trading Symbol: UPH |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1866167 |
| | Owner Name: Beck Martin S A |
| Reporting Owner Address: |
| | Owner Street 1: 14000 S. MILITARY TRAIL, SUITE 203 |
| | Owner Street 2: |
| | Owner City: DELRAY BEACH |
| | Owner State: FL |
| | Owner ZIP Code: 33484 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Executive Officer |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 122,208 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: TTC Healthcare Partners, LLC |
| Footnote ID: F1 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 186,164 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Rewi Enterprises, LLC |
| Footnote ID: F2 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 37,092 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Employee stock option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 0.385 |
| | Transaction Date: |
| | | Value: 2/13/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,300,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 2/13/24 |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 2/13/34 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 1,300,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,300,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Mr. Beck is an equity owner and chairman of the board of directors of TTC Healthcare Partners, LLC ("TTC Partners") and, as a result, may be deemed to have beneficial ownership of the shares of the common stock, par value $0.0001 per share, of the Company ("Common Stock") owned by TTC Partners. Mr. Beck disclaims beneficial ownership of the shares held by TTC, except to the extent of his pecuniary interest therein, and the reporting herein of the shares held by TTC shall not be construed as an admission that Mr. Beck is the beneficial owner of those shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| Footnote - F2: Mr. Beck is the sole member of Rewi Enterprises, LLC ("Rewi Enterprises") and, as a result, may be deemed to have beneficial ownership of the shares of Common Stock beneficially owned by Rewi Enterprises. |
| Footnote - F3: Includes Restricted Stock Units ("Prior RSUs") of UpHealth, Inc. (the "Company"), that are subject to vesting pursuant to previously disclosed vesting schedules. |
| Footnote - F4: Grant of options to acquire 1,300,000 shares of Common Stock, of which 50% of such options vested immediately and became exercisable on the date of grant and the remaining 50% shall vest and become exercisable quarterly on each March 7, May 22, August 22 and November 22 thereafter until fully vested. The quarterly vesting and exercisability of such options shall accelerate (i) upon a Change of Control (as defined in the UpHealth, Inc. 2021 Equity Incentive Plan) which occurs following the proposed sale of the Company's wholly-owned subsidiary, Cloudbreak Health, LLC, or (ii) if the Common Stock is listed on a national securities exchange and the volume-weighted average price per share of the Common Stock over a 90-day period is at least $1.00. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Martin S. A. Beck |
| Signature Date: 2/15/24 |
