Jay Walter Jennings Form 4 UpHealth / Jay Walter Jennings 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^*

Jennings Jay Walter

(Last) (First) (Middle)

14000 S. MILITARY TRAIL, SUITE 203

(Street)

DELRAY BEACH FL 33484

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2024

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	03/07/2024		F		411(1)	D	$0.7	25,619(2)	D
Common Stock	04/11/2024		M		1,400	A	(3)	27,019	D
Common Stock	04/11/2024		F(4)		522	D	$1.04	26,497	D
Common Stock	05/22/2024		F		352(5)	D	$0.48	26,145(2)	D
Common Stock								26,030(2)	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
Performance Based Restricted Stock Unit	(3)	04/11/2024		M			1,400(4)	(6)	(6)	Common Stock	1,400	$0.00	1,522(7)	D

Explanation of Responses:

1. The Company withheld 411 shares of stock subject to the Prior Time-based RSUs at the time of vesting for the purposes of satisfying tax obligations which arose in connection with the vesting of such Prior Time-based RSUs issued to the Reporting Person.

2. 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

3. Performance-Based Restricted Stock Units ("Prior Performance-based RSUs") convert into Common Stock on a one-for-one basis.

4. The Company withheld 522 shares of stock subject to the Prior Performance-based RSUs at the time of vesting for the purposes of satisfying tax obligations which arose in connection with the vesting of such Prior Performance-based RSUs issued to the Reporting Person.

5. The Company withheld 352 shares of stock subject to the Prior Time-based RSUs at the time of vesting for the purposes of satisfying tax obligations which arose in connection with the vesting of such Prior Time-based RSUs issued to the Reporting Person.

6. On July 6, 2022, the reporting person was granted 3,500 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.

7. Includes Prior Performance-based RSUs of the Company that are subject to vesting pursuant to previously disclosed vesting schedules.

	/s/ Jay Jennings	06/07/2024
	** Signature of Reporting Person	Date
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