Syed Sabahat Azim - Jun 9, 2021 Form 4 Insider Report for UpHealth, Inc. (UPH)

Role
CEO, International
Signature
/s/ Julie D'Angelo, as attorney-in-fact for Syed Sabahat Azim
Stock symbol
UPH
Transactions as of
Jun 9, 2021
Transactions value $
$0
Form type
4
Date filed
6/11/2021, 06:07 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPH Common Stock Award +6.12M 6.12M Jun 9, 2021 See footnote F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for 566,462 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 includes 684,981 shares beneficially owned by Kimberlite Social Infra Private Limited ("Kimberlite") (of which Dr. Azim and his wife are equity owners and the sole directors) and 2,715,542 shares beneficially owned by Dr. Azim's wife for which Dr. Azim may be deemed the beneficial owner.

Remarks:

All of the shares of Common Stock will be held of record by Eligere Limited Liability Company, a Delaware LLC ("Eligere"), which will have voting (but not dispositive) power over the shares and therefore may be deemed a beneficial owner. Each of Dr. Azim, his wife and Kimberlite can exercise an option to receive the shares from Eligere at any time after the closing of the merger and are therefore the beneficial owners of the shares. Dr. Azim disclaims beneficial ownership of the shares of the Company's common stock except to the extent of his pecuniary interest therein and the reporting herein of those shares shall not be construed as an admission that Dr. Azim is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.