Chirinjeev Kathuria Form 4 UpHealth / CHIRINJEEV KATHURIA ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KATHURIA CHIRINJEEV

(Last) (First) (Middle)

19W160 AVE LATOUR

(Street)

OAK BROOK IL 60523

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UpHealth, Inc. [ UPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value	09/09/2022		J(1)		4,688,365	D	(1)	38,551,135	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Transfer of shares of UpHealth, Inc. common stock (such shares, the "Subject Shares") by the Reporting Person, under a reservation of rights, to certain members of Cloudbreak Health, LLC ("Cloudbreak") pursuant to an escrow agreement dated June 15, 2021 that was entered into in connection with a Business Combination Agreement dated November 20, 2020, as amended (the "BCA"), between UpHealth, Inc. (f/k/a GigCapital2, Inc.), UpHealth Holdings, Inc. ("Holdings"), Cloudbreak, Cloudbreak Health Merger Sub, LLC, Mariya Pylypiv, and the Reporting Person. The Reporting Person originally received the Subject Shares in exchange for shares of Holdings in connection with the merger of Holdings into an UpHealth, Inc. subsidiary pursuant to the exchange ratio set forth in the BCA. The closing price of the Subject Shares on the effective date of the merger was $9.38.

Remarks:

Exhibit List - Exhibit 24.1: Power of Attorney (Chirinjeev Kathuria)

	/s/ Robin K. Lehninger, as attorney-in-fact for Chirinjeev Kathuria	10/14/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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