Beck Martin S A - Jul 11, 2022 Form 4 Insider Report for UpHealth, Inc. (UPH)

Role
Chief Financial Officer
Signature
/s/ Martin S.A. Beck
Stock symbol
UPH
Transactions as of
Jul 11, 2022
Transactions value $
$0
Form type
4
Date filed
7/13/2022, 08:13 PM
Previous filing
Apr 29, 2022
Next filing
Aug 12, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPH Common Stock Award $0 +125K +56.76% $0.00 345K Jul 11, 2022 Direct F1
transaction UPH Common Stock Award $0 +90K +26.07% $0.00 435K Jul 11, 2022 Direct F2
holding UPH Common Stock 220K Jul 11, 2022 Direct
holding UPH Common Stock 1.22M Jul 11, 2022 TTC Healthcare Partners, LLC F3
holding UPH Common Stock 1.86M Jul 11, 2022 Rewi Enterprises, LLC F4

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 +125K $0.00 125K Jul 11, 2022 Common Stock 125K $0.00 Direct F5
* 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, 2023 (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 Subject to the Reporting Person's continued service to the Company, 50% of the RSU shall vest on August 22, 2022 and the remaining 50% will shall vest on June 1, 2023.
F3 Mr. Beck has been an indirect equity owner and is the chairman of the board of directors of TTC Healthcare Partners, LLC ("TTC"), and as such, Mr. Beck may be deemed the beneficial owner of shares owned by TTC. 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.
F4 Rewi Enterprises, LLC, which is a direct member of TTC and of which Mr. Beck is the sole owner.
F5 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 2022 and ending on the last day of the fiscal year of 2024.