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* Eligere Ltd Liability Co (Last) (First) (Middle) 9 HAWSER WAY (Street) RANDOLPH NJ 07869 (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)	6,116,842	D(4)
Common Stock, $0.0001 par value(1)(2)(3)	2,716,319	I	By Syed Sabahat Azim(5)
Common Stock, $0.0001 par value(1)(2)(3)	2,715,542	I	By Syed Sabahat Azim, through spouse(6)
Common Stock, $0.0001 par value(1)(2)(3)	684,981	I	By Kimberlite Social Infra Private Limited(7)
Common Stock, $0.0001 par value(1)(2)(3)	684,981	I	By Syed Sabahat Azim, as co-director with spouse(8)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Eligere Ltd Liability Co (Last) (First) (Middle) 9 HAWSER WAY (Street) RANDOLPH NJ 07869 (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* Kimberlite Social Infra Private Ltd (Last) (First) (Middle) IDEAL VILLA, VILLA NO 98, KOCH PUKUR, SOUTH 24 PARGANAS (Street) WEST BENGAL K7 700156 (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* Azim Syed Sabahat (Last) (First) (Middle) 98, IDEAL VILLAS, MOUZA KOCH PUKUR, NEW TOWN ACTION AREA 1A, RAJARHAT, KOLKATA (Street) WEST BENGAL K7 700156 (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 Eligere Limited Liability Company ("Eligere"), Kimberlite Social Infra Private Limited ("Kimberlite"), and Syed Sabahat Azim ("Dr. Azim") (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 directly held of record by Eligere but beneficially owned by Kimberlite and Dr. Azim (the "Option Holders"). The Shares were received in connection with the merger of UpHealth Holdings, Inc. ("Holdings") into a subsidiary of the Issuer (such merger, the "Business Combination"). Pursuant to certain Option Agreements, dated May 14, 2021, between Holdings, Eligere, each of the Option Holders, and certain other parties thereto (each such agreement, an "Option Agreement"), Eligere has voting (but not dispositive) power over the Shares and may therefore be deemed a beneficial owner.

5. Represents Shares that are held indirectly by Dr. Azim through Eligere, the record holder of the Shares. Pursuant to the Option Agreement with Dr. Azim, Dr. Azim can exercise an option to receive the Shares from Eligere at any time following the closing of the Business Combination and is therefore the beneficial owner of the Shares. The Business Combination closed on June 9, 2021.

6. Represents Shares that are held indirectly by Dr. Azim through his spouse, Richa Sana Azim ("Ms. Azim").

7. Represents Shares that are held indirectly by Kimberlite through Eligere, the record holder of the Shares. Pursuant to the Option Agreement with Kimberlite, Kimberlite can exercise an option to receive its respective Shares from Eligere at any time following the closing of the Business Combination and is therefore the beneficial owner of the Shares.

8. Represents Shares that are held indirectly by Dr. Azim through Kimberlite, of which Dr. Azim and Ms. Azim are equity owners and sole directors.

Remarks:

Exhibit 24.1: Power of Attorney (Eligere Limited Liability Company). Exhibit 24.2: Power of Attorney (Kimberlite Social Infra Private Limited). Exhibit 24.3: Power of Attorney (Syed Sabahat Azim). Exhibit 99.1: Joint Filing Statement by the Reporting Persons.

	/s/ Robin K. Lehninger, as attorney-in-fact for Saima Siddiqui, the Managing Member of Eligere Limited Liability Company	06/06/2022
	/s/ Robin K. Lehninger, as attorney-in-fact for Syed Sabahat Azim, as Director of Kimberlite Social Infra Private Limited	06/06/2022
	/s/ Robin K. Lehninger, as attorney-in-fact for Syed Sabahat Azim	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).
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