Beck Martin S A - Mar 7, 2024 Form 4 Insider Report for UpHealth, Inc. (UPHL)

Role
Chief Executive Officer, Director
Signature
/s/ Martin S. A. Beck
Stock symbol
UPHL
Transactions as of
Mar 7, 2024
Transactions value $
-$4,792
Form type
4
Date filed
6/7/2024, 07:36 PM
Previous filing
Feb 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPHL Common Stock Tax liability -$652 -932 -2.51% $0.70* 36.2K Mar 7, 2024 Direct F3, F4
transaction UPHL Common Stock Options Exercise +12.3K +34.13% 48.5K Apr 11, 2024 Direct F5
transaction UPHL Common Stock Tax liability -$3.8K -3.66K -7.54% $1.04* 44.8K Apr 11, 2024 Direct F6
transaction UPHL Common Stock Tax liability -$336 -699 -1.56% $0.48 44.1K May 22, 2024 Direct F3, F7
holding UPHL Common Stock 122K Mar 7, 2024 TTC Healthcare Partners, LLC F1
holding UPHL Common Stock 186K Mar 7, 2024 Rewi Enterprises, LLC F2
holding UPHL Common Stock 37.1K Mar 7, 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 UPHL Performance Based Restricted Stock Unit Options Exercise $0 -7.34K -100% $0.00* 0 Apr 11, 2024 Common Stock 7.34K Direct F5, F8, F9
transaction UPHL Performance Based Restricted Stock Unit Options Exercise $0 -5K -53.48% $0.00 4.35K Apr 11, 2024 Common Stock 5K Direct F5, F10, F11, F12
* 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 Time-based Restricted Stock Units ("Prior Time-based RSUs") of UpHealth, Inc. (the "Company"), that are subject to vesting pursuant to previously disclosed vesting schedules.
F4 The Company withheld 932 shares of stock subject to the Prior Time-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Time-based RSUs issued to the Reporting Person.
F5 Performance-Based Restricted Stock Units ("Prior Performance-based RSUs") convert into Common Stock on a one-for-one basis.
F6 The Company withheld 3,658 shares of stock subject to the Prior Performance-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Performance-based RSUs issued to the Reporting Person.
F7 The Company withheld 699 shares of stock subject to the Prior Time-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Time-based RSUs issued to the Reporting Person.
F8 The Company withheld 2,176 shares of stock subject to the Prior Performance-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Performance-based RSUs issued to the Reporting Person.
F9 On October 20, 2021, the reporting person was granted 22,020 Prior Performance-based RSUs, which amount has been adjusted to reflect the 10-for-1 reverse stock split on the Common Stock of the Company on December 8, 2022. Each Prior Performance-based RSU represents the right to receive, following vesting, one share of Common Stock. The number of shares of Common Stock acquired upon vesting of the Prior 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 2021 and ending on the last day of the fiscal year of 2023. The determination of whether such pre-established performance metrics were achieved during a performance period, and any vesting of Prior Performance-based RSUs in connection therewith, occurs following an assessment of the applicable performance period.
F10 The Company withheld 1,482 shares of stock subject to the Prior Performance-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Performance-based RSUs issued to the Reporting Person.
F11 On July 11, 2022, the reporting person was granted 12,500 Prior Performance-based RSUs, which amount has been adjusted to reflect the 10-for-1 reverse stock split on the Common Stock of the Company on December 8, 2022. Each Prior Performance-based RSU represents the right to receive, following vesting, one share of Common Stock. The number of shares of Common Stock acquired upon vesting of the Prior 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. The determination of whether such pre-established performance metrics were achieved during a performance period, and any vesting of Prior Performance-based RSUs in connection therewith, occurs following an assessment of the applicable performance period.
F12 Includes Prior Performance-based RSUs of the Company that are subject to vesting pursuant to previously disclosed vesting schedules.