Sec Form 4 Filing - Beck Martin S A @ UpHealth, Inc. - 2024-02-13

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 Beck Martin S A 2. Issuer Name and Ticker or Trading Symbol UpHealth, Inc. [ UPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 14000 S. MILITARY TRAIL, SUITE 203 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2024 (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 122,208 I TTC Healthcare Partners, LLC ( 1 ) Common Stock 186,164 I Rewi Enterprises, LLC ( 2 ) Common Stock 37,092 ( 3 ) 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 Employee stock option (right to buy) $ 0.385 02/13/2024 A 1,300,000 02/13/2024( 4 ) 02/13/2034 Common Stock 1,300,000 $ 0 1,300,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beck Martin S A 14000 S. MILITARY TRAIL, SUITE 203 DELRAY BEACH, FL33484 X Chief Executive Officer Signatures /s/ Martin S. A. Beck 02/15/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )Includes Restricted Stock Units ("Prior RSUs") of UpHealth, Inc. (the "Company"), that are subject to vesting pursuant to previously disclosed vesting schedules. ( 4 )Grant of options to acquire 1,300,000 shares of Common Stock, of which 50% of such options vested immediately and became exercisable on the date of grant and the remaining 50% shall vest and become exercisable quarterly on each March 7, May 22, August 22 and November 22 thereafter until fully vested. The quarterly vesting and exercisability of such options shall accelerate (i) upon a Change of Control (as defined in the UpHealth, Inc. 2021 Equity Incentive Plan) which occurs following the proposed sale of the Company's wholly-owned subsidiary, Cloudbreak Health, LLC, or (ii) if the Common Stock is listed on a national securities exchange and the volume-weighted average price per share of the Common Stock over a 90-day period is at least $1.00.

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).

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