SEC FORM 4

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^*

Miotto Neil

(Last)

(First)

(Middle)

C/O GIGCAPITAL GROUP

1731 EMBARCADERO ROAD, SUITE 200

(Street)

PALO ALTO

94303

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

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/05/2019		P		417,500	A	$10⁽¹⁾	4,436,487⁽²⁾	I	By GigAcquisitions2, LLC (see note below)⁽³⁾
Common Stock	06/13/2019		P		63,750	A	$10⁽¹⁾	4,500,237⁽²⁾	I	By GigAcquisitions2, LLC (see note below)⁽³⁾
Common Stock	06/09/2021		J		24,063	A	$10⁽¹⁾	4,524,300⁽⁹⁾	I	By GigAcquisitions2, LLC (see note below)⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Private Warrants	$11.5	06/05/2019		P		417,500		⁽⁴⁾	⁽⁵⁾	Common Stock	417,500	$10⁽¹⁾	417,500	I	By GigAcquisitions2, LLC (see note below)⁽³⁾
Private Rights	⁽⁶⁾	06/05/2019		P		417,500		⁽⁷⁾	⁽⁸⁾	Common Stock	20,875	$10⁽¹⁾	417,500	I	By GigAcquisitions2, LLC (see note below)⁽³⁾
Private Warrants	$11.5	06/13/2019		P		63,750		⁽⁴⁾	⁽⁵⁾	Common Stock	63,750	$10⁽¹⁾	63,750	I	By GigAcquisitions2, LLC (see note below)⁽³⁾
Private Rights	⁽⁶⁾	06/13/2019		P		63,750		⁽⁷⁾	⁽⁸⁾	Common Stock	3,188	$10⁽¹⁾	63,750	I	By GigAcquisitions2, LLC (see note below)⁽³⁾
Private Rights	$11.5	06/09/2021		J			481,250	⁽⁷⁾	⁽⁸⁾	Common Stock	0	$10⁽¹⁾	0	I	By GigAcquisitions2, LLC (see note below)⁽³⁾

Explanation of Responses:

1. $10.00 is the price per Private Unit, with each Private Unit consisting of (i) one share of Common Stock, (ii) one Private Warrant exercisable at price of $11.50 per share of Common Stock, and (iii) one Private Right which entitles the holder to receive 1/20th of one share of Common Stock upon the consummation of the Company's business combination.

2. Includes 3,482,500 founder shares of Common Stock previously reported in the Form 3 filed by the Reporting Persons on August 16, 2021. Includes up to 524,868 shares of Common Stock that were subject to forfeiture. The underwriters exercised the over-allotment option on June 13, 2019. Consequently, no shares were forfeited. The total shares reported include a stock dividend of 0.1541 of Common Stock for each outstanding share of Common Stock declared on June 5, 2019 following the effectiveness of the Registration Statement and prior to the private placement purchases reported in this Form 4.

3. The Common Stock, Private Warrants, and Private Rights are held directly by GigAcquisitions2, LLC (the "Sponsor"). Mr. Miotto is a member of GigFounders, LLC ("GigFounders"), which has a financial and voting interest in the Sponsor as a member of the Sponsor and that entitles this partnership to participate in any economic return of the Sponsor in accordance with terms negotiated with the other holders of financial and voting interests in the Sponsor. Accordingly, the shares of Common Stock held by the Sponsor. Subject to the interests of such other holders, are indirectly and beneficially owned by Mr. Miotto by virtue of his financial interest in GigFounders.

4. The Private Warrants will become exercisable on the later of 30 days after the completion of the Company's initial business combination or 12 months from the completion of the Company's initial public offering.

5. The Private Warrants will expire on the fifth anniversary of the Company's completion of its initial business combination.

6. The Private Rights entitle the holder to receive 1/20th of a share of Common Stock upon consummation of the Company's initial business combination without paying any additional consideration.

7. Upon the consummation of the Company's initial business combination.

8. If the Company is unable to complete its initial business combination within 18 months from the closing date of the offering the Private Rights will expire worthless.

9. Reflects the conversion of 481,250 Private Rights into 24,063 shares of Common Stock upon the consummation of the Company's initial business combination.

	/s/ Neil Miotto	08/16/2021
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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