Sec Form 4 Filing - Edwards James B. @ UpHealth, Inc. - 2021-06-09

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 Edwards James B. 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) President (Last) (First) (Middle) C/O CLOUDBREAK HEALTH, LLC, 1103 SHROCK ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2021 (Street) COLUMBUS, OH43229 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 06/09/2021 A 1,050,555 A 1,050,555 D Common Stock 06/09/2021 J( 2 ) 1,004,817 A 2,055,372 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 Stock Option (Right to Buy) $ 5.28 06/09/2021 A 473,266 06/09/2021( 3 ) 06/21/2025 Common Stock 473,266 ( 3 ) 473,266 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Edwards James B. C/O CLOUDBREAK HEALTH, LLC 1103 SHROCK ROAD, SUITE 200 COLUMBUS, OH43229 President Signatures /s/ James B. Edwards 06/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 1,109,897 common units of Cloudbreak Health, LLC ("Cloudbreak") in connection with the closing of the transactions contemplated by the UpHealth Business Combination Agreement, by and between the Issuer, UpHealth Merger Sub, Inc. and UpHealth Holdings, Inc. ("UpHealth"), and the Cloudbreak Business Combination Agreement, by and between the Issuer, Cloudbreak Health Merger Sub, LLC, Cloudbreak, UpHealth, Dr. Chirinjeev Kathuria and Dr. Mariya Pylypiv, each dated November 20, 2021 (collectively, the "Merger"). On the effective date of the Merger, the closing price of Issuer common stock was $9.38. ( 2 )The Cloudbreak Business Combination Agreement provides that the former shareholders of Cloudbreak, including but not limited to the reporting person, will receive, from former significant shareholders of Uphealth, an aggregate of up to 5,500,000 additional shares of Issuer common stock on the 540th day after the date of closing of the Merger (the "Measurement Date") if the dollar volume-weighted average price for Issuer common stock for the ten trading days preceding the Measurement Date (the "VWAP") is less than $13.64 (the "Valuation Shortfall"). The amount of the Valuation Shortfall is the difference between $13.64 and the VWAP, with the Aggregate Valuation Shortfall being the product of the Valuation Shortfall and 11,000,000, and the Adjustment Amount equals the Aggregate Valuation Shortfall divided by the VWAP. The reporting person's right to receive additional shares pursuant to this right became fixed and irrevocable on the effective date of the Merger, but is subject to ad ( 3 )Received in exchange for stock options to acquire 500,000 common units of Cloudbreak for per share, in connection with the closing of the Merger. These stock options are fully vested.

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