Beck Martin S A - Feb 13, 2024 Form 4 Insider Report for UpHealth, Inc. (UPH)

Role: Chief Executive Officer, Director
Signature: /s/ Martin S. A. Beck
Stock symbol: UPH
Transactions as of: Feb 13, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/15/2024, 04:29 PM
Previous filing: Nov 28, 2023
Next filing: Jun 7, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	UPH	Common Stock						122K	Feb 13, 2024	TTC Healthcare Partners, LLC	F1
holding	UPH	Common Stock						186K	Feb 13, 2024	Rewi Enterprises, LLC	F2
holding	UPH	Common Stock						37.1K	Feb 13, 2024	Direct	F3

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	Employee stock option (right to buy)	Award	$0	+1.3M		$0.00	1.3M	Feb 13, 2024	Common Stock	1.3M	$0.39	Direct	F4

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

Explanation of Responses:

Id	Content
F1	Mr. Beck is an equity owner and chairman of the board of directors of TTC Healthcare Partners, LLC ("TTC Partners") and, as a result, may be deemed to have beneficial ownership of the shares of the common stock, par value $0.0001 per share, of the Company ("Common Stock") owned by TTC Partners. 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.
F2	Mr. Beck is the sole member of Rewi Enterprises, LLC ("Rewi Enterprises") and, as a result, may be deemed to have beneficial ownership of the shares of Common Stock beneficially owned by Rewi Enterprises.
F3	Includes Restricted Stock Units ("Prior RSUs") of UpHealth, Inc. (the "Company"), that are subject to vesting pursuant to previously disclosed vesting schedules.
F4	Grant of options to acquire 1,300,000 shares of Common Stock, of which 50% of such options vested immediately and became exercisable on the date of grant and the remaining 50% shall vest and become exercisable quarterly on each March 7, May 22, August 22 and November 22 thereafter until fully vested. The quarterly vesting and exercisability of such options shall accelerate (i) upon a Change of Control (as defined in the UpHealth, Inc. 2021 Equity Incentive Plan) which occurs following the proposed sale of the Company's wholly-owned subsidiary, Cloudbreak Health, LLC, or (ii) if the Common Stock is listed on a national securities exchange and the volume-weighted average price per share of the Common Stock over a 90-day period is at least $1.00.