John Parsons - 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
Stock symbol: UPH
Transactions as of: May 26, 2022
Transactions value $: $0
Form type: 3
Date filed: 6/30/2022, 03:58 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	UPH	No securities are beneficially owned by John Parsons.						0	May 26, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As disclosed in a Schedule 13D filed with the Securities and Exchange Commission on June 2, 2022, the Reporting Person 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 the 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, other members of the Stockholder Group filed separate Form 3s from the Reporting Person. The Reporting Person expressly disclaims beneficial ownership of the Shares reported in any other Form 3 filed by members of the Stockholder Group except to the extent of the Reporting Person's pecuniary interest therein.
F2	The Reporting Person is the trustee of The Anais Bray Protective Irrevocable Trust, The Samantha Bray Protective Irrevocable Trust, and The Bray Descendants Trust (collectively, "The Bray Trusts"), each of which is a member of the Stockholder Group. The Reporting Person is not a beneficiary of The Bray Trusts, does not otherwise have a pecuniary interest in the Shares held by The Bray Trusts, and does own any Shares in his own name. As such, the Reporting Person is not a beneficial owner for purposes of Section 16 of the Exchange Act.

Content

As disclosed in a Schedule 13D filed with the Securities and Exchange Commission on June 2, 2022, the Reporting Person 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 the 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, other members of the Stockholder Group filed separate Form 3s from the Reporting Person. The Reporting Person expressly disclaims beneficial ownership of the Shares reported in any other Form 3 filed by members of the Stockholder Group except to the extent of the Reporting Person's pecuniary interest therein.

The Reporting Person is the trustee of The Anais Bray Protective Irrevocable Trust, The Samantha Bray Protective Irrevocable Trust, and The Bray Descendants Trust (collectively, "The Bray Trusts"), each of which is a member of the Stockholder Group. The Reporting Person is not a beneficiary of The Bray Trusts, does not otherwise have a pecuniary interest in the Shares held by The Bray Trusts, and does own any Shares in his own name. As such, the Reporting Person is not a beneficial owner for purposes of Section 16 of the Exchange Act.

Remarks:

Exhibit List - Exhibit 24.1: Power of Attorney (John Parsons).