Sec Form 4 Filing - Gatmaitan Alfonso @ UpHealth, Inc. - 2022-01-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gatmaitan Alfonso 2. Issuer Name and Ticker or Trading Symbol UpHealth, Inc. [ UPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 14000 MILITARY TRAIL, #203 3. Date of Earliest Transaction (MM/DD/YY) 01/10/2022 (Street) DELRAY BEACH, FL33484 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 1,235,274 D Common Stock 01/10/2022( 1 ) D 51,814( 2 ) D $ 0 1,183,460 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance-Based Restricted Stock Unit $ 0 01/10/2022 D 155,440( 2 ) ( 2 ) ( 2 ) Common Stock 155,440 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gatmaitan Alfonso 14000 MILITARY TRAIL #203 DELRAY BEACH, FL33484 Chief Operating Officer Signatures /s/ Alfonso Gatmaitan 01/12/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person resigned as chief operating officer (the "Resignation") of UpHealth, Inc. (the "Company") effective January 10, 2022 (the "Resignation Date"). As a result, the reporting person is no longer subject to Section 16 in connection with his transactions in the equity securities of the Company and therefore will no longer report any such transactions on Form 4 or Form 5. ( 2 )On Resignation Date, the reporting person and the Company entered into a Separation Agreement, whereby within ten days of January 18, 2022 (the "Effective Date"), so long as the Separation Agreement has not been revoked by either party before the Effective Date, the reporting person will vest restricted stock units ("RSUs") for 103,627 shares of the total of 310,881 RSUs that were previously reported by the reporting person on October 20, 2021. All remaining RSUs shall be forfeited as of the Resignation 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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