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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

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) 06/06/2022
			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)	6,116,842	I	By Saima Siddiqui, as sole member of Eligere Limited Liability Company(5)
Common Stock, $0.0001 par value(1)(2)(3)	75,000	I	By Saima Siddiqui, as officer and co-director with spouse of Health Ventures Inc.(6)
Common Stock, $0.0001 par value(1)(2)(3)	684,981	D(7)
Common Stock, $0.0001 par value(1)(2)(3)	2,716,319	D(8)
Common Stock, $0.0001 par value(1)(2)(3)	2,715,542	D(9)
Common Stock, $0.0001 par value(1)(2)(3)	2,716,319	I	By Richa Sana Azim, through spouse(10)
Common Stock, $0.0001 par value(1)(2)(3)	684,981	I	By Richa Sana Azim, as co-director with spouse of Kimberlite Social Infra Private Limited(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)
	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)

1. Name and Address of Reporting Person* Azim Richa Sana (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)

1. Name and Address of Reporting Person* Siddiqui Saima (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)

Explanation of Responses:

1. This Form 3 (this "Amended Form 3") is filed to amend the Form 3 that was originally filed with the Securities and Exchange Commission (the "SEC") on June 6, 2022 (the "Original Form 3") by Eligere Limited Liability Company ("Eligere"), Kimberlite Social Infra Private Limited ("Kimberlite"), and Syed Sabahat Azim ("Dr. Azim"; together with Eligere and Kimberlite, the "Original Filers"). This Amended Form is filed jointly by the Original Filers and two additional filers: Richa Sana Azim ("Ms. Azim") and Saima Siddiqui ("Ms. Siddiqui") (each such filer to this Amended Form 3, a "Reporting Person"; collectively, the "Reporting Persons").

2. As disclosed by the Reporting Persons in that certain Amendment No. 4 to Schedule 13D filed with the SEC on July 1, 2022 (the "Amended Schedule 13D"), the Original Filers, Ms. Azim, 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 of the Original Filers and Ms. Azim, as members 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. As disclosed in the Amended Schedule 13D, Ms. Siddiqui did not individually join the Stockholder Group.

3. Each Reporting Person expressly disclaims beneficial ownership of the Shares reported in this Amended 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 by Eligere for the benefit of Kimberlite, Dr. Azim, and Ms. Azim (the "Option Holders"). The Original Form 3 reported these Shares as being directly held of record by Eligere and indirectly beneficially owned by 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 of them. This Amended Form 3 clarifies that Eligere shares voting power over the Shares with Ms. Siddiqui, Eligere's sole member.

5. Represents Shares that are held indirectly by Ms. Siddiqui through Eligere, of which Ms. Siddiqui is the sole member. As reported in the Amended Schedule 13D, Ms. Siddiqui shares voting (but not dispositive) power over the Shares that are held of record by Eligere for the benefit of the Option Holders. Ms. Siddiqui may therefore be deemed a beneficial owner of the Shares.

6. Represents Shares that may be deemed to be held indirectly by Ms. Siddiqui through Health Ventures, Inc. ("Health Ventures"), the record holder of the Shares. Ms. Siddiqui's husband has sole voting and dispositive power over these Shares. Ms. Siddiqui is an officer and director of Health Ventures. Ms. Siddiqui has no voting or dispositive power over these Shares and therefore disclaims any beneficial ownership of them. This report shall not be deemed an admission that Ms. Siddiqui is the beneficial owner of these Shares for purposes of Section 16 or any other purpose.

7. Represents Shares that are beneficially owned by Kimberlite. The Original Form 3 reported these Shares as being held indirectly by Kimberlite through Eligere, the record holder of the Shares. This Amended Form 3 corrects the ownership form by reporting Kimberlite's direct beneficial ownership of the Shares by nature of its dispositive power over them. 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. The Business Combination closed on June 9, 2021.

8. Represents Shares that are beneficially owned by Dr. Azim. The Original Form 3 reported these Shares as being held indirectly by Dr. Azim through Eligere, the record holder of the Shares. This Amended Form 3 corrects the ownership form by reporting Dr. Azim's direct beneficial ownership of the Shares by nature of his dispositive power over the Shares. Pursuant to the Option Agreement with Dr. Azim, Dr. Azim can exercise an option to receive his respective Shares from Eligere at any time following the closing of the Business Combination and is therefore the beneficial owner of the Shares.

9. Represents Shares that are beneficially owned by Ms. Azim. Pursuant to the Option Agreement with Ms. Azim, Ms. Azim can exercise an option to receive her respective Shares from Eligere at any time following the closing of the Business Combination and is therefore the beneficial owner of the Shares.

10. Represents Shares that are held indirectly by Ms. Azim through her spouse, Dr. Azim.

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

Remarks:

Exhibit List - 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 24.4: Power of Attorney (Richa Sana Azim); Exhibit 24.5: Power of Attorney (Saima Siddiqui); 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	08/11/2022
	/s/ Robin K. Lehninger, as attorney-in-fact for Saima Siddiqui	08/11/2022
	/s/ Robin K. Lehninger, as attorney-in-fact for Syed Sabahat Azim, as Director of Kimberlite Social Infra Private Limited	08/11/2022
	/s/ Robin K. Lehninger, as attorney-in-fact for Syed Sabahat Azim	08/11/2022
	/s/ Robin K. Lehninger, as attorney-in-fact for Richa Sana Azim	08/11/2022
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.