Luis Machuca - Dec 16, 2022 Form 4 Insider Report for UpHealth, Inc. (UPH)

Role: Director
Signature: /s/ Luis Machuca
Stock symbol: UPH
Transactions as of: Dec 16, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/19/2022, 07:31 PM
Previous filing: Dec 5, 2022
Next filing: Mar 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPH	Common Stock	Award	$0	+60.6K		$0.00	60.6K	Dec 16, 2022	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 UpHealth, Inc. (the "Company"), 1/3 of the Restricted Stock Unit ("RSUs") shall vest on November 22, 2023, and the remaining 2/3 of the RSUs shall vest quarterly on each March 7, May 22, and August 22, of each year such that the RSUs shall be fully vested on November 22, 2025. In the event that Reporting Person's services to the Company ceases prior to any one or more of the vesting dates specified above due to (i) Reporting Person's resignation, (ii) if Reporting Person chooses not to stand for reelection as a member of the Board (if applicable), or
F2	(iii) Reporting Person's termination for cause, then such member of the Board will permanently forfeit all RSUs that are unvested as of such date that the services to the Company ceases. However, if Reporting Person's services to the Company ceases due to (i) Reporting Person's termination by the Board other than for cause, (ii) the decision of the Board not to re-nominate Reporting Person for election to the Board (if applicable) other than for cause, (iii) Reporting Person's Disability (as defined in the Plan), or (iv) Reporting Person's death, all RSUs shall immediately vest. In addition, in the event of a Change of Control of the Company (as defined in the Plan), all RSUs shall immediately vest.

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 November 22, 2023, and the remaining 2/3 of the RSUs shall vest quarterly on each March 7, May 22, and August 22, of each year such that the RSUs shall be fully vested on November 22, 2025. In the event that Reporting Person's services to the Company ceases prior to any one or more of the vesting dates specified above due to (i) Reporting Person's resignation, (ii) if Reporting Person chooses not to stand for reelection as a member of the Board (if applicable), or

(iii) Reporting Person's termination for cause, then such member of the Board will permanently forfeit all RSUs that are unvested as of such date that the services to the Company ceases. However, if Reporting Person's services to the Company ceases due to (i) Reporting Person's termination by the Board other than for cause, (ii) the decision of the Board not to re-nominate Reporting Person for election to the Board (if applicable) other than for cause, (iii) Reporting Person's Disability (as defined in the Plan), or (iv) Reporting Person's death, all RSUs shall immediately vest. In addition, in the event of a Change of Control of the Company (as defined in the Plan), all RSUs shall immediately vest.