Ramesh Balakrishnan - May 1, 2022 Form 4 Insider Report for UpHealth, Inc. (UPH)

Role: Pres. & Chief Strategy Officer
Signature: /s/ Ramesh Balakrishnan
Stock symbol: UPH
Transactions as of: May 1, 2022
Transactions value $: -$974,393
Form type: 4
Date filed: 7/13/2022, 08:13 PM
Previous filing: Oct 22, 2021
Next filing: Aug 12, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPH	Common Stock	Tax liability	-$34.2K	-44.8K	-0.51%	$0.76	8.79M	May 1, 2022	Direct	F1, F2
transaction	UPH	Common Stock	Tax liability	-$940K	-1.41M	-16.1%	$0.66	7.37M	Jun 9, 2022	Direct	F1, F2
transaction	UPH	Common Stock	Award	$0	+100K	+1.36%	$0.00	7.47M	Jul 11, 2022	Direct	F3
transaction	UPH	Common Stock	Award	$0	+120K	+1.61%	$0.00	7.59M	Jul 11, 2022	Direct	F4
holding	UPH	Common Stock						8.83M	May 1, 2022	Direct	F1

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	+100K		$0.00	100K	Jul 11, 2022	Common Stock	100K	$0.00	Direct	F5

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

Explanation of Responses:

Id	Content
F1	Includes Restricted Stock Units ("Prior RSUs") of UpHealth, Inc. (the "Company"), that are subject to vesting pursuant to previously disclosed vesting schedules.
F2	The Company may withhold shares of stock subject to the Prior RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior RSUs issued to Reporting Person.
F3	Subject to the Reporting Person's continued service to 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.
F4	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.
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.