Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | UPH | Common Stock | Award | +1.05M | 1.05M | Jun 9, 2021 | Direct | F1 | |||
transaction | UPH | Common Stock | Other | +1M | +95.65% | 2.06M | Jun 9, 2021 | Direct | F2 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | UPH | Stock Option (Right to Buy) | Award | +473K | 473K | Jun 9, 2021 | Common Stock | 473K | $5.28 | Direct | F3 |
Id | Content |
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F1 | Received in exchange for 1,109,897 common units of Cloudbreak Health, LLC ("Cloudbreak") in connection with the closing of the transactions contemplated by the UpHealth Business Combination Agreement, by and between the Issuer, UpHealth Merger Sub, Inc. and UpHealth Holdings, Inc. ("UpHealth"), and the Cloudbreak Business Combination Agreement, by and between the Issuer, Cloudbreak Health Merger Sub, LLC, Cloudbreak, UpHealth, Dr. Chirinjeev Kathuria and Dr. Mariya Pylypiv, each dated November 20, 2021 (collectively, the "Merger"). On the effective date of the Merger, the closing price of Issuer common stock was $9.38. |
F2 | The Cloudbreak Business Combination Agreement provides that the former shareholders of Cloudbreak, including but not limited to the reporting person, will receive, from former significant shareholders of Uphealth, an aggregate of up to 5,500,000 additional shares of Issuer common stock on the 540th day after the date of closing of the Merger (the "Measurement Date") if the dollar volume-weighted average price for Issuer common stock for the ten trading days preceding the Measurement Date (the "VWAP") is less than $13.64 (the "Valuation Shortfall"). The amount of the Valuation Shortfall is the difference between $13.64 and the VWAP, with the Aggregate Valuation Shortfall being the product of the Valuation Shortfall and 11,000,000, and the Adjustment Amount equals the Aggregate Valuation Shortfall divided by the VWAP. The reporting person's right to receive additional shares pursuant to this right became fixed and irrevocable on the effective date of the Merger, but is subject to ad |
F3 | Received in exchange for stock options to acquire 500,000 common units of Cloudbreak for per share, in connection with the closing of the Merger. These stock options are fully vested. |