Bray Descendants Trust - May 26, 2022 Form 3 Insider Report for UpHealth, Inc. (UPH)

Role
10%+ Owner
Signature
/s/ Robin K. Lehninger, as attorney-in-fact for John Parsons, the Trustee of The Bray Descendants Trust
Stock symbol
UPH
Transactions as of
May 26, 2022
Transactions value $
$0
Form type
3
Date filed
6/7/2022, 08:04 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding UPH Common Stock, $0.0001 par value 1.08M May 26, 2022 Direct F1, F2, F3, F4
holding UPH Common Stock, $0.0001 par value 2.7M May 26, 2022 Direct F1, F2, F3, F5
holding UPH Common Stock, $0.0001 par value 2.7M May 26, 2022 Direct F1, F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 3 is filed jointly by The Bray Descendants Trust, The Anais Bray Protective Irrevocable Trust, and The Samantha Bray Protective Irrevocable Trust (each such filer, a "Reporting Person"; collectively, the "Reporting Persons").
F2 As disclosed by the Reporting Persons in a Schedule 13D filed with the Securities and Exchange Commission on June 2, 2022, the Reporting Persons and certain other stockholders of the Issuer (collectively, the "Stockholder Group") formed a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") on May 26, 2022. The Stockholder Group collectively owns a majority of the Issuer's issued and outstanding shares of Common Stock (the "Shares"), and each Reporting Person, as a member of the Stockholder Group, is deemed to be a 10% owner of the Issuer. In connection with becoming 10% owners upon the Stockholder Group's formation, some members of the Stockholder Group filed separate Form 3s from the Reporting Persons.
F3 Each Reporting Person expressly disclaims beneficial ownership of the Shares reported in this Form 3 and any other Form 3 filed by members of the Stockholder Group except to the extent of such Reporting Person's pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that any Reporting Person is the beneficial owner of the Shares reported herein for purposes of Section 16 of the Exchange Act or otherwise. Information provided in this Form 3 with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person is responsible for the accuracy or completeness of information supplied by any other Reporting Person.
F4 Represents Shares that are held of record directly by The Bray Descendants Trust.
F5 Represents Shares that are held of record directly by The Anais Bray Protective Irrevocable Trust.
F6 Represents Shares that are held of record directly by The Samantha Bray Protective Irrevocable Trust.

Remarks:

Exhibit List: Exhibit 24.1: Power of Attorney (John Parsons, as trustee of The Bray Descendants Trust). Exhibit 24.2: Power of Attorney (John Parsons, as trustee of The Anais Bray Protective Irrevocable Trust). Exhibit 24.3: Power of Attorney (John Parsons, as trustee of The Samantha Bray Protective Irrevocable Trust). Exhibit 99.1: Joint Filing Agreement.