Beck Martin S A - Oct 20, 2021 Form 4 Insider Report for UpHealth, Inc. (UPH)

Role: Chief Financial Officer
Signature: /s/ Martin S.A. Beck
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: Jun 11, 2021
Next filing: Apr 29, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPH	Common Stock	Award	$0	+220K		$0.00	220K	Oct 20, 2021	Direct	F1
holding	UPH	Common Stock						4.42M	Oct 20, 2021	See footnotes	F3

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	+220K		$0.00	220K	Oct 20, 2021	Common Stock	220K	$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.
F3	The number of shares of Common Stock set forth above consists of 928,656 shares held by Rewi Enterprises, LLC (of which Mr. Beck is the sole owner) and 3,495,419 shares held by TTC Healthcare Partners, LLC ("TTC") (of which Mr. Beck is an equity owner and chairman of the board of directors) for which Mr. Beck may be deemed the beneficial owner. Mr. Beck disclaims beneficial ownership of the shares held by TTC, except to the extent of his pecuniary interest therein, and the reporting herein of the shares held by TTC shall not be construed as an admission that Mr. Beck is the beneficial owner of those shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.