Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Beck Martin S A

(Last)

(First)

(Middle)

14000 S. MILITARY TRAIL, SUITE 203

(Street)

DELRAY BEACH

33484

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UpHealth, Inc. [ UPHL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2024		F		932⁽⁴⁾	D	$0.7	36,160⁽³⁾	D
Common Stock	04/11/2024		M		12,340	A	⁽⁵⁾	48,500	D
Common Stock	04/11/2024		F⁽⁶⁾		3,658	D	$1.04	44,842	D
Common Stock	05/22/2024		F		699⁽⁷⁾	D	$0.48	44,143⁽³⁾	D
Common Stock								122,208	I	TTC Healthcare Partners, LLC⁽¹⁾
Common Stock								186,164	I	Rewi Enterprises, LLC⁽²⁾
Common Stock								37,092⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Based Restricted Stock Unit	⁽⁵⁾	04/11/2024		M			7,340⁽⁸⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	7,340	$0.00	0	D
Performance Based Restricted Stock Unit	⁽⁵⁾	04/11/2024		M			5,000⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	5,000	$0.00	4,350⁽¹²⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. Includes Time-based Restricted Stock Units ("Prior Time-based RSUs") of UpHealth, Inc. (the "Company"), that are subject to vesting pursuant to previously disclosed vesting schedules.

4. The Company withheld 932 shares of stock subject to the Prior Time-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Time-based RSUs issued to the Reporting Person.

5. Performance-Based Restricted Stock Units ("Prior Performance-based RSUs") convert into Common Stock on a one-for-one basis.

6. The Company withheld 3,658 shares of stock subject to the Prior Performance-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Performance-based RSUs issued to the Reporting Person.

7. The Company withheld 699 shares of stock subject to the Prior Time-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Time-based RSUs issued to the Reporting Person.

8. The Company withheld 2,176 shares of stock subject to the Prior Performance-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Performance-based RSUs issued to the Reporting Person.

9. On October 20, 2021, the reporting person was granted 22,020 Prior Performance-based RSUs, which amount has been adjusted to reflect the 10-for-1 reverse stock split on the Common Stock of the Company on December 8, 2022. Each Prior Performance-based RSU represents the right to receive, following vesting, one share of Common Stock. The number of shares of Common Stock acquired upon vesting of the Prior Performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Board of Directors on an annual basis, over three one-year performance periods beginning on the first day of the fiscal year of 2021 and ending on the last day of the fiscal year of 2023. The determination of whether such pre-established performance metrics were achieved during a performance period, and any vesting of Prior Performance-based RSUs in connection therewith, occurs following an assessment of the applicable performance period.

10. The Company withheld 1,482 shares of stock subject to the Prior Performance-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Performance-based RSUs issued to the Reporting Person.

11. On July 11, 2022, the reporting person was granted 12,500 Prior Performance-based RSUs, which amount has been adjusted to reflect the 10-for-1 reverse stock split on the Common Stock of the Company on December 8, 2022. Each Prior Performance-based RSU represents the right to receive, following vesting, one share of Common Stock. The number of shares of Common Stock acquired upon vesting of the Prior Performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Board of Directors on an annual basis, over three one-year performance periods beginning on the first day of the fiscal year of 2022 and ending on the last day of the fiscal year of 2024. The determination of whether such pre-established performance metrics were achieved during a performance period, and any vesting of Prior Performance-based RSUs in connection therewith, occurs following an assessment of the applicable performance period.

12. Includes Prior Performance-based RSUs of the Company that are subject to vesting pursuant to previously disclosed vesting schedules.

	/s/ Martin S. A. Beck	06/07/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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