Neil Miotto - Aug 12, 2021 Form 4 Insider Report for UpHealth, Inc. (UPH)

Role: Director
Signature: /s/ Neil Miotto
Stock symbol: UPH
Transactions as of: Aug 12, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/16/2021, 09:55 PM
Previous filing: Jul 15, 2021
Next filing: Sep 8, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPH	Common Stock	Award	$0	+67.3K		$0.00	67.3K	Aug 12, 2021	Direct	F1
holding	UPH	Common Stock						4.52M	Aug 12, 2021	By GigAcquisitions2, LLC	F2

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

Explanation of Responses:

Id	Content
F1	Subject to the Reporting Person's continued service to the Company, 1/3 of the Restricted Stock Units ("RSUs") shall vest on May 1, 2022, and the remaining 2/3 of the RSUs shall vest quarterly on each of August 1, November 1, February 1, and May 1 through May 1, 2024; all RSUs shall immediately vest in the event of a Change of Control (as defined in the UpHealth, Inc. 2021 Equity Incentive Plan) of the Company.
F2	The Common Stock is held directly by GigAcquisitions2, LLC (the "Sponsor"). Mr. Miotto is a member of GigFounders, LLC ("GigFounders"), which has a financial and voting interest in the Sponsor as a member of the Sponsor and that entitles this partnership to participate in any economic return of the Sponsor in accordance with terms negotiated with the other holders of financial and voting interests in the Sponsor. Accordingly, the shares of Common Stock held by the Sponsor. Subject to the interests of such other holders, are indirectly and beneficially owned by Mr. Miotto by virtue of his financial interest in GigFounders, LLC.

Content

Subject to the Reporting Person's continued service to the Company, 1/3 of the Restricted Stock Units ("RSUs") shall vest on May 1, 2022, and the remaining 2/3 of the RSUs shall vest quarterly on each of August 1, November 1, February 1, and May 1 through May 1, 2024; all RSUs shall immediately vest in the event of a Change of Control (as defined in the UpHealth, Inc. 2021 Equity Incentive Plan) of the Company.

The Common Stock is held directly by GigAcquisitions2, LLC (the "Sponsor"). Mr. Miotto is a member of GigFounders, LLC ("GigFounders"), which has a financial and voting interest in the Sponsor as a member of the Sponsor and that entitles this partnership to participate in any economic return of the Sponsor in accordance with terms negotiated with the other holders of financial and voting interests in the Sponsor. Accordingly, the shares of Common Stock held by the Sponsor. Subject to the interests of such other holders, are indirectly and beneficially owned by Mr. Miotto by virtue of his financial interest in GigFounders, LLC.