Jay Jennings - Oct 9, 2023 Form 3 Insider Report for UpHealth, Inc. (UPH)

Role: Chief Financial Officer
Signature: /s/ Jay Walter Jennings
Stock symbol: UPH
Transactions as of: Oct 9, 2023
Transactions value $: $0
Form type: 3
Date filed: 10/19/2023, 05:59 PM
Next filing: Jun 7, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	UPH	Common Stock						26K	Oct 9, 2023	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
holding	UPH	Performance Based Restricted Stock Unit							Oct 9, 2023	Common Stock	2.92K	$0.00	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Includes an aggregate of 7,711 Restricted Stock Units ("RSUs") issued by UpHealth, Inc. (the "Company") which, subject to the Reporting Person's continued service to the Company, shall vest in equal quarterly installments on November 22, 2023 and on each March 7, May 22, August 22 and November 22 thereafter 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 2022 and ending on the last day of the fiscal year of 2024.

Content

Includes an aggregate of 7,711 Restricted Stock Units ("RSUs") issued by UpHealth, Inc. (the "Company") which, subject to the Reporting Person's continued service to the Company, shall vest in equal quarterly installments on November 22, 2023 and on each March 7, May 22, August 22 and November 22 thereafter 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 2022 and ending on the last day of the fiscal year of 2024.