Ownership Submission
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Parsons John Milton
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2. Date of Event Requiring Statement (Month/Day/Year)
2022-05-26
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3. Issuer Name and Ticker or Trading Symbol
UpHealth, Inc. [UPH]
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(Last)
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(First)
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(Middle)
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C/O JOHN PARSONS, 7430 CREEK , ROAD, SUITE 303
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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5. If Amendment, Date Original Filed(Month/Day/Year)
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(Street)
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SANDY
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UT
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84093-6160
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Parsons John Milton
C/O JOHN PARSONS, 7430 CREEK
ROAD, SUITE 303
SANDY, UT84093-6160
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X
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Signatures
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/s/ Robin K. Lehninger, as attorney-in-fact for John Parsons
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2022-06-30
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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As disclosed in a Schedule 13D filed with the Securities and Exchange Commission on June 2, 2022, the Reporting Person and certain other stockholders of the Issuer (collectively, the "Stockholder Group") formed a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") on May 26, 2022. The Stockholder Group collectively owns a majority of the Issuer's issued and outstanding shares of Common Stock (the "Shares"), and the Reporting Person, as a member of the Stockholder Group, is deemed to be a 10% owner of the Issuer. In connection with becoming 10% owners upon the Stockholder Group's formation, other members of the Stockholder Group filed separate Form 3s from the Reporting Person. The Reporting Person expressly disclaims beneficial ownership of the Shares reported in any other Form 3 filed by members of the Stockholder Group except to the extent of the Reporting Person's pecuniary interest therein.
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(2)
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The Reporting Person is the trustee of The Anais Bray Protective Irrevocable Trust, The Samantha Bray Protective Irrevocable Trust, and The Bray Descendants Trust (collectively, "The Bray Trusts"), each of which is a member of the Stockholder Group. The Reporting Person is not a beneficiary of The Bray Trusts, does not otherwise have a pecuniary interest in the Shares held by The Bray Trusts, and does own any Shares in his own name. As such, the Reporting Person is not a beneficial owner for purposes of Section 16 of the Exchange Act.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
