Beck Martin S A - Jun 9, 2021 Form 4 Insider Report for UpHealth, Inc. (UPH)

Role: Chief Financial Officer
Signature: /s/ Julie D'Angelo, as attorney-in-fact for Martin S. A. Beck
Stock symbol: UPH
Transactions as of: Jun 9, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/11/2021, 06:13 PM
Next filing: Oct 22, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPH	Common Stock	Award		+4.42M			4.42M	Jun 9, 2021	See footnotes	F1, F2

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

Explanation of Responses:

Id	Content
F1	Received in exchange for 409,700 shares of UpHealth Holdings, Inc. ("Holdings") in connection with the merger of Holdings into a subsidiary of UpHealth, Inc. (the "Company") pursuant to the exchange ratio set forth in the business combination agreement between Holdings and the Company. The closing price of the Company's Common Stock on the effective date of the merger was $9.38.
F2	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.

Content

Received in exchange for 409,700 shares of UpHealth Holdings, Inc. ("Holdings") in connection with the merger of Holdings into a subsidiary of UpHealth, Inc. (the "Company") pursuant to the exchange ratio set forth in the business combination agreement between Holdings and the Company. The closing price of the Company's Common Stock on the effective date of the merger was $9.38.

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.