0001770141-24-000012.txt : 20240215 0001770141-24-000012.hdr.sgml : 20240215 20240215162953 ACCESSION NUMBER: 0001770141-24-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240213 FILED AS OF DATE: 20240215 DATE AS OF CHANGE: 20240215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beck Martin S A CENTRAL INDEX KEY: 0001866167 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38924 FILM NUMBER: 24644248 MAIL ADDRESS: STREET 1: C/O UPHEALTH HOLDINGS, INC. STREET 2: 14000 MILITARY TRAIL #203 CITY: DELRAY BEACH STATE: FL ZIP: 33484 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UpHealth, Inc. CENTRAL INDEX KEY: 0001770141 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 833838045 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14000 S. MILITARY TRAIL STREET 2: SUITE 203 CITY: DELRAY BEACH STATE: FL ZIP: 33484 BUSINESS PHONE: 888.424.3646 MAIL ADDRESS: STREET 1: 14000 S. MILITARY TRAIL STREET 2: SUITE 203 CITY: DELRAY BEACH STATE: FL ZIP: 33484 FORMER COMPANY: FORMER CONFORMED NAME: GigCapital2, Inc. DATE OF NAME CHANGE: 20190308 4 1 wk-form4_1708032579.xml FORM 4 X0508 4 2024-02-13 0 0001770141 UpHealth, Inc. UPH 0001866167 Beck Martin S A 14000 S. MILITARY TRAIL, SUITE 203 DELRAY BEACH FL 33484 1 1 0 0 Chief Executive Officer 0 Common Stock 122208 I TTC Healthcare Partners, LLC Common Stock 186164 I Rewi Enterprises, LLC Common Stock 37092 D Employee stock option (right to buy) 0.385 2024-02-13 4 A 0 1300000 0 A 2024-02-13 2034-02-13 Common Stock 1300000 1300000 D Mr. Beck is an equity owner and chairman of the board of directors of TTC Healthcare Partners, LLC ("TTC Partners") and, as a result, may be deemed to have beneficial ownership of the shares of the common stock, par value $0.0001 per share, of the Company ("Common Stock") owned by TTC Partners. Mr. Beck disclaims beneficial ownership of the shares held by TTC, except to the extent of his pecuniary interest therein, and the reporting herein of the shares held by TTC shall not be construed as an admission that Mr. Beck is the beneficial owner of those shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Mr. Beck is the sole member of Rewi Enterprises, LLC ("Rewi Enterprises") and, as a result, may be deemed to have beneficial ownership of the shares of Common Stock beneficially owned by Rewi Enterprises. Includes Restricted Stock Units ("Prior RSUs") of UpHealth, Inc. (the "Company"), that are subject to vesting pursuant to previously disclosed vesting schedules. Grant of options to acquire 1,300,000 shares of Common Stock, of which 50% of such options vested immediately and became exercisable on the date of grant and the remaining 50% shall vest and become exercisable quarterly on each March 7, May 22, August 22 and November 22 thereafter until fully vested. The quarterly vesting and exercisability of such options shall accelerate (i) upon a Change of Control (as defined in the UpHealth, Inc. 2021 Equity Incentive Plan) which occurs following the proposed sale of the Company's wholly-owned subsidiary, Cloudbreak Health, LLC, or (ii) if the Common Stock is listed on a national securities exchange and the volume-weighted average price per share of the Common Stock over a 90-day period is at least $1.00. /s/ Martin S. A. Beck 2024-02-15