0000950170-24-070999.txt : 20240607 0000950170-24-070999.hdr.sgml : 20240607 20240607193607 ACCESSION NUMBER: 0000950170-24-070999 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240307 FILED AS OF DATE: 20240607 DATE AS OF CHANGE: 20240607 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: 241031174 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 ownership.xml 4 X0508 4 2024-03-07 0001770141 UpHealth, Inc. UPHL 0001866167 Beck Martin S A 14000 S. MILITARY TRAIL, SUITE 203 DELRAY BEACH FL 33484 true true false false Chief Executive Officer false Common Stock 2024-03-07 4 F false 932 0.70 D 36160 D Common Stock 2024-04-11 4 M false 12340 A 48500 D Common Stock 2024-04-11 4 F false 3658 1.04 D 44842 D Common Stock 2024-05-22 4 F false 699 0.48 D 44143 D Common Stock 122208 I TTC Healthcare Partners, LLC Common Stock 186164 I Rewi Enterprises, LLC Common Stock 37092 D Performance Based Restricted Stock Unit 2024-04-11 4 M false 7340 0.00 D Common Stock 7340 0 D Performance Based Restricted Stock Unit 2024-04-11 4 M false 5000 0.00 D Common Stock 5000 4350 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 Time-based Restricted Stock Units ("Prior Time-based RSUs") of UpHealth, Inc. (the "Company"), that are subject to vesting pursuant to previously disclosed vesting schedules. The Company withheld 932 shares of stock subject to the Prior Time-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Time-based RSUs issued to the Reporting Person. Performance-Based Restricted Stock Units ("Prior Performance-based RSUs") convert into Common Stock on a one-for-one basis. The Company withheld 3,658 shares of stock subject to the Prior Performance-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Performance-based RSUs issued to the Reporting Person. The Company withheld 699 shares of stock subject to the Prior Time-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Time-based RSUs issued to the Reporting Person. The Company withheld 2,176 shares of stock subject to the Prior Performance-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Performance-based RSUs issued to the Reporting Person. On October 20, 2021, the reporting person was granted 22,020 Prior Performance-based RSUs, which amount has been adjusted to reflect the 10-for-1 reverse stock split on the Common Stock of the Company on December 8, 2022. Each Prior Performance-based RSU represents the right to receive, following vesting, one share of Common Stock. The number of shares of Common Stock acquired upon vesting of the Prior Performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Board of Directors on an annual basis, over three one-year performance periods beginning on the first day of the fiscal year of 2021 and ending on the last day of the fiscal year of 2023. The determination of whether such pre-established performance metrics were achieved during a performance period, and any vesting of Prior Performance-based RSUs in connection therewith, occurs following an assessment of the applicable performance period. The Company withheld 1,482 shares of stock subject to the Prior Performance-based RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such Prior Performance-based RSUs issued to the Reporting Person. On July 11, 2022, the reporting person was granted 12,500 Prior Performance-based RSUs, which amount has been adjusted to reflect the 10-for-1 reverse stock split on the Common Stock of the Company on December 8, 2022. Each Prior Performance-based RSU represents the right to receive, following vesting, one share of Common Stock. The number of shares of Common Stock acquired upon vesting of the Prior Performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Board of Directors on an annual basis, over three one-year performance periods beginning on the first day of the fiscal year of 2022 and ending on the last day of the fiscal year of 2024. The determination of whether such pre-established performance metrics were achieved during a performance period, and any vesting of Prior Performance-based RSUs in connection therewith, occurs following an assessment of the applicable performance period. Includes Prior Performance-based RSUs of the Company that are subject to vesting pursuant to previously disclosed vesting schedules. /s/ Martin S. A. Beck 2024-06-07