Ramesh Balakrishnan - Oct 20, 2021 Form 4 Insider Report for UpHealth, Inc. (UPH)

Role: Chief Executive Officer
Signature: /s/ Ramesh Balakrishnan
Stock symbol: UPH
Transactions as of: Oct 20, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/22/2021, 07:48 PM
Previous filing: Aug 31, 2021
Next filing: Jul 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPH	Common Stock	Award	$0	+389K	+4.6%	$0.00	8.83M	Oct 20, 2021	Direct	F1
holding	UPH	Common Stock						8.44M	Oct 20, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	UPH	Performance-Based Restricted Stock Unit	Award	$0	+389K		$0.00	389K	Oct 20, 2021	Common Stock	389K	$0.00	Direct	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 UpHealth, Inc. (the "Company"), 1/3 of the Restricted Stock Unit ("RSUs") shall vest on May 1, 2022 (the "Initial Vesting Date"), and the remaining 2/3 of the RSUs shall vest quarterly on each of three month anniversary following the Initial Vesting Date until fully vested.
F2	Each performance-based RSU represents the right to receive, following vesting, one share of the Company's common stock ("Common Stock"). The number of shares of Common Stock acquired upon vesting of the performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Board of Directors on an annual basis over three one-year performance periods beginning on the first day of the fiscal year of 2021 and ending on the last day of the fiscal year of 2023.

Content

Subject to the Reporting Person's continued service to UpHealth, Inc. (the "Company"), 1/3 of the Restricted Stock Unit ("RSUs") shall vest on May 1, 2022 (the "Initial Vesting Date"), and the remaining 2/3 of the RSUs shall vest quarterly on each of three month anniversary following the Initial Vesting Date until fully vested.

Each performance-based RSU represents the right to receive, following vesting, one share of the Company's common stock ("Common Stock"). The number of shares of Common Stock acquired upon vesting of the performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Board of Directors on an annual basis over three one-year performance periods beginning on the first day of the fiscal year of 2021 and ending on the last day of the fiscal year of 2023.