| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | UPH | Common Stock, $0.0001 par value | 6.12M | May 26, 2022 | Direct | F1, F2, F3, F4 | |||||
| holding | UPH | Common Stock, $0.0001 par value | 6.12M | May 26, 2022 | By Saima Siddiqui, as sole member of Eligere Limited Liability Company | F1, F2, F3, F5 | |||||
| holding | UPH | Common Stock, $0.0001 par value | 75K | May 26, 2022 | By Saima Siddiqui, as officer and co-director with spouse of Health Ventures Inc. | F1, F2, F3, F6 | |||||
| holding | UPH | Common Stock, $0.0001 par value | 685K | May 26, 2022 | Direct | F1, F2, F3, F7 | |||||
| holding | UPH | Common Stock, $0.0001 par value | 2.72M | May 26, 2022 | Direct | F1, F2, F3, F8 | |||||
| holding | UPH | Common Stock, $0.0001 par value | 2.72M | May 26, 2022 | Direct | F1, F2, F3, F9 | |||||
| holding | UPH | Common Stock, $0.0001 par value | 2.72M | May 26, 2022 | By Richa Sana Azim, through spouse | F1, F2, F3, F10 | |||||
| holding | UPH | Common Stock, $0.0001 par value | 685K | May 26, 2022 | By Richa Sana Azim, as co-director with spouse of Kimberlite Social Infra Private Limited | F1, F2, F3, F11 |
| Id | Content |
|---|---|
| F1 | This Form 3 (this "Amended Form 3") is filed to amend the Form 3 that was originally filed with the Securities and Exchange Commission (the "SEC") on June 6, 2022 (the "Original Form 3") by Eligere Limited Liability Company ("Eligere"), Kimberlite Social Infra Private Limited ("Kimberlite"), and Syed Sabahat Azim ("Dr. Azim"; together with Eligere and Kimberlite, the "Original Filers"). This Amended Form is filed jointly by the Original Filers and two additional filers: Richa Sana Azim ("Ms. Azim") and Saima Siddiqui ("Ms. Siddiqui") (each such filer to this Amended Form 3, a "Reporting Person"; collectively, the "Reporting Persons"). |
| F2 | As disclosed by the Reporting Persons in that certain Amendment No. 4 to Schedule 13D filed with the SEC on July 1, 2022 (the "Amended Schedule 13D"), the Original Filers, Ms. Azim, 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 of the Original Filers and Ms. Azim, as members 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. As disclosed in the Amended Schedule 13D, Ms. Siddiqui did not individually join the Stockholder Group. |
| F3 | Each Reporting Person expressly disclaims beneficial ownership of the Shares reported in this Amended 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 by Eligere for the benefit of Kimberlite, Dr. Azim, and Ms. Azim (the "Option Holders"). The Original Form 3 reported these Shares as being directly held of record by Eligere and indirectly beneficially owned by the Option Holders. The Shares were received in connection with the merger of UpHealth Holdings, Inc. ("Holdings") into a subsidiary of the Issuer (such merger, the "Business Combination"). Pursuant to certain Option Agreements, dated May 14, 2021, between Holdings, Eligere, each of the Option Holders, and certain other parties thereto (each such agreement, an "Option Agreement"), Eligere has voting (but not dispositive) power over the Shares and may therefore be deemed a beneficial owner of them. This Amended Form 3 clarifies that Eligere shares voting power over the Shares with Ms. Siddiqui, Eligere's sole member. |
| F5 | Represents Shares that are held indirectly by Ms. Siddiqui through Eligere, of which Ms. Siddiqui is the sole member. As reported in the Amended Schedule 13D, Ms. Siddiqui shares voting (but not dispositive) power over the Shares that are held of record by Eligere for the benefit of the Option Holders. Ms. Siddiqui may therefore be deemed a beneficial owner of the Shares. |
| F6 | Represents Shares that may be deemed to be held indirectly by Ms. Siddiqui through Health Ventures, Inc. ("Health Ventures"), the record holder of the Shares. Ms. Siddiqui's husband has sole voting and dispositive power over these Shares. Ms. Siddiqui is an officer and director of Health Ventures. Ms. Siddiqui has no voting or dispositive power over these Shares and therefore disclaims any beneficial ownership of them. This report shall not be deemed an admission that Ms. Siddiqui is the beneficial owner of these Shares for purposes of Section 16 or any other purpose. |
| F7 | Represents Shares that are beneficially owned by Kimberlite. The Original Form 3 reported these Shares as being held indirectly by Kimberlite through Eligere, the record holder of the Shares. This Amended Form 3 corrects the ownership form by reporting Kimberlite's direct beneficial ownership of the Shares by nature of its dispositive power over them. Pursuant to the Option Agreement with Kimberlite, Kimberlite can exercise an option to receive its respective Shares from Eligere at any time following the closing of the Business Combination and is therefore the beneficial owner of the Shares. The Business Combination closed on June 9, 2021. |
| F8 | Represents Shares that are beneficially owned by Dr. Azim. The Original Form 3 reported these Shares as being held indirectly by Dr. Azim through Eligere, the record holder of the Shares. This Amended Form 3 corrects the ownership form by reporting Dr. Azim's direct beneficial ownership of the Shares by nature of his dispositive power over the Shares. Pursuant to the Option Agreement with Dr. Azim, Dr. Azim can exercise an option to receive his respective Shares from Eligere at any time following the closing of the Business Combination and is therefore the beneficial owner of the Shares. |
| F9 | Represents Shares that are beneficially owned by Ms. Azim. Pursuant to the Option Agreement with Ms. Azim, Ms. Azim can exercise an option to receive her respective Shares from Eligere at any time following the closing of the Business Combination and is therefore the beneficial owner of the Shares. |
| F10 | Represents Shares that are held indirectly by Ms. Azim through her spouse, Dr. Azim. |
| F11 | Represents Shares that are held indirectly by Ms. Azim through Kimberlite, of which Ms. Azim and Dr. Azim are equity owners and sole directors. |
Exhibit List - Exhibit 24.1: Power of Attorney (Eligere Limited Liability Company); Exhibit 24.2: Power of Attorney (Kimberlite Social Infra Private Limited); Exhibit 24.3: Power of Attorney (Syed Sabahat Azim); Exhibit 24.4: Power of Attorney (Richa Sana Azim); Exhibit 24.5: Power of Attorney (Saima Siddiqui); Exhibit 99.1: Joint Filing Statement by the Reporting Persons.