SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bray Jeffery Rex

(Last)

(First)

(Middle)

2083 WALKER LANE

(Street)

HOLLADAY

84117

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2022

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value⁽¹⁾⁽²⁾⁽³⁾	4,088,170	D⁽⁴⁾
Common Stock, $0.0001 par value⁽¹⁾⁽²⁾⁽³⁾	4,088,170	I	By Alexandra Bray, as spouse of Jeffery Bray⁽⁵⁾
Common Stock, $0.0001 par value⁽¹⁾⁽²⁾⁽³⁾	475,504	I	By Jeffery Bray, as UTMA custodian⁽⁶⁾
Common Stock, $0.0001 par value⁽¹⁾⁽²⁾⁽³⁾	475,504	I	By Alexandra Bray, as spouse of Jeffery Bray⁽⁷⁾
Common Stock, $0.0001 par value⁽¹⁾⁽²⁾⁽³⁾	475,504	I	By Jeffery Bray, as UTMA custodian⁽⁸⁾
Common Stock, $0.0001 par value⁽¹⁾⁽²⁾⁽³⁾	475,504	I	By Alexandra Bray, as spouse of Jeffery Bray⁽⁹⁾
Common Stock, $0.0001 par value⁽¹⁾⁽²⁾⁽³⁾	475,504	D⁽¹⁰⁾
Common Stock, $0.0001 par value⁽¹⁾⁽²⁾⁽³⁾	475,504	I	By Jeffery Bray, as spouse of Alexandra Bray⁽¹¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

Bray Jeffery Rex

(Last)

(First)

(Middle)

2083 WALKER LANE

(Street)

HOLLADAY

84117

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bray Alexandra

(Last)

(First)

(Middle)

2083 WALKER LANE

(Street)

HOLLADAY

84117

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bray Anais Alexandra

(Last)

(First)

(Middle)

2083 WALKER LANE

(Street)

HOLLADAY

84117

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bray Samantha Josephine

(Last)

(First)

(Middle)

2083 WALKER LANE

(Street)

HOLLADAY

84117

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This Form 3 is filed jointly by Jeffery R. Bray, Alexandra Bray, the Samantha Josephine Bray UTMA custodial account, and the Anais Alexandra Bray UTMA custodial account (each such filer, a "Reporting Person"; collectively, the "Reporting Persons").

2. As disclosed by the Reporting Persons in a Schedule 13D filed with the Securities and Exchange Commission on June 2, 2022, the Reporting Persons and certain other stockholders of the Issuer (collectively, the "Stockholder Group") formed a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") on May 26, 2022. The Stockholder Group collectively owns a majority of the Issuer's issued and outstanding shares of Common Stock (the "Shares"), and each Reporting Person, as a member of the Stockholder Group, is deemed to be a 10% owner of the Issuer. In connection with becoming 10% owners upon the Stockholder Group's formation, some members of the Stockholder Group filed separate Form 3s from the Reporting Persons.

3. Each Reporting Person expressly disclaims beneficial ownership of the Shares reported in this Form 3 and any other Form 3 filed by members of the Stockholder Group except to the extent of such Reporting Person's pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that any Reporting Person is the beneficial owner of the Shares reported herein for purposes of Section 16 of the Exchange Act or otherwise. Information provided in this Form 3 with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person is responsible for the accuracy or completeness of information supplied by any other Reporting Person.

4. Represents Shares that are held of record directly by Jeffery Bray.

5. Represents Shares that are held indirectly by Alexandra Bray through her spouse, Jeffery Bray.

6. Represents Shares that are held of record by Jeffery Bray as custodian of the Anais Alexandra Bray UTMA custodial account, which was established for the benefit of Mr. Bray's child pursuant to the Uniform Gifts to Minors Act.

7. Represents Shares that are held indirectly by Alexandra Bray through her spouse, Jeffery Bray, in his capacity as custodian of the Anais Alexandra Bray UTMA custodial account.

8. Represents Shares that are held of record by Jeffery Bray as custodian of the Samantha Josephine Bray UTMA custodial account, which was established for the benefit of Mr. Bray's child pursuant to the Uniform Gifts to Minors Act.

9. Represents Shares that are held indirectly by Alexandra Bray through her spouse, Jeffery Bray, in his capacity as custodian of the Samantha Josephine Bray UTMA custodial account.

10. Represents Shares that are held of record directly by Alexandra Bray.

11. Represents Shares that are held indirectly by Jeffery Bray through his spouse, Alexandra Bray.

Remarks:

Exhibit List Exhibit 24.1: Power of Attorney (Jeffery Bray). Exhibit 24.2: Power of Attorney (Jeffery Bray, as custodian of the Anais Alexandra Bray UTMA custodial account). Exhibit 24.3: Power of Attorney (Jeffery Bray, as custodian of the Samantha Josephine Bray UTMA custodial account). Exhibit 24.4: Power of Attorney (Alexandra Bray). Exhibit 99.1: Joint Filing Agreement.

	/s/ Robin K. Lehninger, as attorney-in-fact for Jeffery Bray	06/06/2022
	/s/ Robin K. Lehninger, as attorney-in-fact for Jeffery Bray, the Custodian of the Anais Alexandra Bray UTMA	06/06/2022
	/s/ Robin K. Lehninger, as attorney-in-fact for Jeffery Bray, the Custodian of the Samantha Josephine Bray UTMA	06/06/2022
	/s/ Robin K. Lehninger, as attorney-in-fact for Alexandra Bray	06/06/2022
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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