James B. Edwards - Jun 9, 2021 Form 4 Insider Report for UpHealth, Inc. (UPH)

Role
President
Signature
/s/ James B. Edwards
Stock symbol
UPH
Transactions as of
Jun 9, 2021
Transactions value $
$0
Form type
4
Date filed
6/11/2021, 09:42 PM

Transactions Table

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

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 Stock Option (Right to Buy) Award +473K 473K Jun 9, 2021 Common Stock 473K $5.28 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.