Ramesh Balakrishnan - Aug 27, 2021 Form 4 Insider Report for UpHealth, Inc. (UPH)

Role: Co-Chief Executive Officer
Signature: /s/ Ramesh Balakrishnan
Stock symbol: UPH
Transactions as of: Aug 27, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/31/2021, 08:04 PM
Previous filing: Jun 11, 2021
Next filing: Oct 22, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPH	Common Stock	Award	$0	+4.09M	+94.04%	$0.00	8.44M	Aug 27, 2021	Direct	F1, 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 Issuer, the Restricted Stock Units ("RSUs") will vest at the earlier of (i) June 9, 2022, (ii) the date on which the last sale price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the closing date of the business combination, or (iii) the date on which the Issuer completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Issuer???s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
F2	In the event that the Reporting Person is terminated by the Issuer for any reason other than for Cause (as defined in the 2021 Equity Incentive Plan), death or Disability (as defined in the 2021 Equity Incentive Plan), any unvested portion of the RSUs shall become immediately vested.

Content

Subject to the Reporting Person's continued service to the Issuer, the Restricted Stock Units ("RSUs") will vest at the earlier of (i) June 9, 2022, (ii) the date on which the last sale price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the closing date of the business combination, or (iii) the date on which the Issuer completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Issuer???s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

In the event that the Reporting Person is terminated by the Issuer for any reason other than for Cause (as defined in the 2021 Equity Incentive Plan), death or Disability (as defined in the 2021 Equity Incentive Plan), any unvested portion of the RSUs shall become immediately vested.