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
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ownership.xml
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2024-03-07
0001770141
UpHealth, Inc.
UPHL
0001866167
Beck Martin S A
14000 S. MILITARY TRAIL, SUITE 203
DELRAY BEACH
FL
33484
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Chief Executive Officer
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Common Stock
2024-03-07
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Common Stock
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Common Stock
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TTC Healthcare Partners, LLC
Common Stock
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I
Rewi Enterprises, LLC
Common Stock
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2024-04-11
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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