Sec Form 4 Filing - Jennings Jay Walter @ UpHealth, Inc. - 2024-03-07

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 Jennings Jay Walter 2. Issuer Name and Ticker or Trading Symbol UpHealth, Inc. [ UPHL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 14000 S. MILITARY TRAIL, SUITE 203 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2024 (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 03/07/2024 F 411 ( 1 ) D $ 0.7 25,619 ( 2 ) D Common Stock 04/11/2024 M 1,400 A 27,019 D Common Stock 04/11/2024 F( 4 ) 522 D $ 1.04 26,497 D Common Stock 05/22/2024 F 352 ( 5 ) D $ 0.48 26,145 ( 2 ) D Common Stock 26,030 ( 2 ) 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 ( 3 ) 04/11/2024 M 1,400 ( 4 ) ( 6 ) ( 6 ) Common Stock 1,400 $ 0 1,522 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jennings Jay Walter 14000 S. MILITARY TRAIL, SUITE 203 DELRAY BEACH, FL33484 Chief Financial Officer Signatures /s/ Jay Jennings 06/07/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Company withheld 411 shares of stock subject to the Prior Time-based RSUs at the time of vesting for the purposes of satisfying tax obligations which arose in connection with the vesting of such Prior Time-basedRSUs issued to the Reporting Person. ( 2 )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 ( 3 )Performance-Based Restricted Stock Units ("Prior Performance-based RSUs") convert into Common Stock on a one-for-one basis. ( 4 )The Company withheld 522 shares of stock subject to the Prior Performance-based RSUs at the time of vesting for the purposes of satisfying tax obligations which arose in connection with the vesting of such Prior Performance-based RSUs issued to the Reporting Person. ( 5 )The Company withheld 352 shares of stock subject to the Prior Time-based RSUs at the time of vesting for the purposes of satisfying tax obligations which arose in connection with the vesting of such Prior Time-based RSUs issued to the Reporting Person. ( 6 )On July 6, 2022, the reporting person was granted 3,500 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. ( 7 )Includes Prior Performance-based RSUs of the Company that are subject to vesting pursuant to previously disclosed vesting schedules.

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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