Amended Statement of Beneficial Ownership (sc 13d/a)
July 01 2022 - 5:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
UpHealth,
Inc.
(Name of Company)
Common Stock, Par Value $0.0001 per share
(Title of Class of Securities)
91532B101
(CUSIP Number)
Kate L. Bechen
Dykema Gossett PLLC
111
E. Kilbourn Ave., Suite 1050
Milwaukee, WI 53202
(414) 488-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 1, 2022
(Date of
Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 91532B101
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|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Syed Sabahat Azim |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
India |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
0 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
6,116,842 |
|
|
|
|
|
|
|
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,116,8421 |
| 12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 4.25% |
| 14 |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN |
| 1 |
Of the total number of shares of common stock (the “Common Stock”) of UpHealth, Inc., a Delaware
corporation (the “Company”), reported as beneficially owned by Syed Sabahat Azim (“Dr. Azim”) as of May 27, 2022, (1) 2,716,319 shares are beneficially owned by Dr. Azim, (2) 2,715,542 shares are beneficially owned
by Dr. Azim’s wife, Richa Sana Azim (“Ms. Azim”), and (3) 684,981 shares are beneficially owned by Kimberlite Social Infra Private Limited (“Kimberlite”), of which Dr. Azim and Ms. Azim are equity
owners and the sole directors. All shares reported by Dr. Azim are held of record by Eligere Limited Liability Company (“Eligere”), which has voting (but not dispositive) power over the shares. Pursuant to the Option Agreement (as
defined in the original Schedule 13D), Dr. Azim has dispositive power over the shares held of record by Eligere for which he is the beneficial owner and can exercise an option to receive the shares from Eligere at any time after the closing of
the Business Combination (as defined below). Accordingly, he is the beneficial owner of the shares. Dr. Azim expressly disclaims beneficial ownership of all of the shares of Common Stock included in this Schedule 13D, except to the extent
of his pecuniary interest therein. |
2
CUSIP No. 91532B101
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| 1 |
|
NAMES OF REPORTING PERSONS
Richa Sana Azim |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
India |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
0 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
6,116,842 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,116,8422 |
| 12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 4.25% |
| 14 |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN |
| 2 |
Of the total number of shares of the Common Stock reported as beneficially owned by Ms. Azim, (1) 2,715,542
shares are beneficially owned by Ms. Azim, (2) 2,716,319 shares are beneficially owned by Dr. Azim and (3) 684,981 shares are beneficially owned by Kimberlite, of which Dr. Azim and Ms. Azim are equity owners and the sole directors. All shares
reported by Ms. Azim are held of record by Eligere, which has voting (but not dispositive) power over the shares. Pursuant to the Option Agreement, Ms. Azim has dispositive power over the shares held of record by Eligere for which she is the
beneficial owner and can exercise an option to receive them from Eligere any time after the closing of the Business Combination. Accordingly, she is the beneficial owner of the shares. Ms. Azim expressly disclaims beneficial ownership of all of the
shares of Common Stock included in this Schedule 13D, except to the extent of her pecuniary interest therein. |
3
CUSIP No. 91532B101
|
|
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|
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|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Kimberlite Social Infra Private Limited |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
India |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
0 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
684,981 |
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|
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
684,981 |
| 12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.48%3 |
| 14 |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) CO |
| 3 |
All shares reported by Kimberlite are held of record by Eligere, which has voting (but not dispositive) power
over the shares. Pursuant to the Option Agreement, Kimberlite has dispositive power over the shares held of record by Eligere and can exercise an option to receive them from Eligere at any time after the closing of the Business Combination.
Accordingly, Kimberlite is the beneficial owner of the shares. |
4
CUSIP No. 91532B101
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Eligere Limited Liability Company |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
6,116,842 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
0 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,116,8424 |
| 12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 4.25% |
| 14 |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) PN |
| 4 |
Eligere is the holder of record of all shares of Common Stock beneficially owned by Dr. Azim,
Ms. Azim and Kimberlite. Eligere has voting (but not dispositive) power over the shares and therefore may be deemed a beneficial owner of the shares. |
5
CUSIP No. 91532B101
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| 1 |
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NAMES OF REPORTING PERSONS
Saima Siddiqui |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION United
States |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
6,116,842 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
0 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,116,8425 |
| 12 |
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 4.25% |
| 14 |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN |
| 5 |
Eligere is the holder of record of all shares of Common Stock beneficially owned by Ms. Siddiqui. Ms. Siddiqui
is the sole member of Eligere. Eligere has voting (but not dispositive) power over the shares and Ms. Siddiqui, as the sole member of Eligere, shares voting power over those shares. Ms. Siddiqui therefore may be deemed a beneficial owner of the
shares. |
6
SCHEDULE 13D
(Amendment No. 4)
The following constitutes
Amendment No. 4 to the Schedule 13D filed by the Reporting Persons. This Amendment No. 4 amends the Schedule 13D as specifically set forth herein:
| Item 2. |
Identity and Background. |
Item 2 of Reporting Persons’ Schedule 13D, as amended, is hereby further amended by adding the following (asterisks indicate disclosures in the existing
amended Schedule 13D which are not being amended):
(a) This statement is being filed jointly on behalf of the following (collectively, the “Reporting
Persons”):
***
| |
e. |
Ms. Siddiqui, sole member of Eligere. |
| (b) |
***The address of Ms. Siddiqui is 9 Hawser Way, Randolph, NJ 07869. |
| (c) |
***Ms. Siddiqui is the sole member of Eligere. |
***
| (f) |
***Ms. Siddiqui is a citizen of the United States. |
Item 4 of Reporting Persons’ Schedule 13D, as amended, is hereby further amended by adding the following (asterisks denote disclosures in the existing
amended Schedule 13D which are not being amended):
***
Ms. Siddiqui did not join the other Reporting Persons in entering into the Voting Agreement or taking any action related to it or as part of the
Stockholder Group, as those terms and activities have been previously referenced in Item 4 of this Schedule 13D, as amended, except as the sole member of Eligere.
| Item 5. |
Interest in Securities of the Issuer. |
Item 5 of Reporting Persons’ Schedule 13D, as amended, is hereby further amended by adding the following in the sections indicated (asterisks denote
disclosures in the existing amended Schedule 13D which are not being amended):
(a) As of the date of this filing, the Reporting Persons beneficially own
the following aggregate shares of Common Stock:
***
v. Ms. Siddiqui beneficially owns an aggregate of 6,116,842 shares of Common Stock, or 4.25%, solely as a result of her being the sole
member of Eligere.
7
| (b) |
***Eligere has shared voting power with respect to 6,116,842 shares of Common Stock and no dispositive power
with respect to any shares of Common Stock. Ms. Siddiqui has shared voting power with respect to 6,116,842 shares of Common Stock and no dispositive power with respect to any shares of Common Stock, solely as a result of her being the sole
member of Eligere. |
| Item 7. |
Material to be Filed as Exhibits. |
Exhibit 99.7: Joint Filing Agreement, dated June 4, 2022.
8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 1, 2022
|
|
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| SYED SABAHAT AZIM |
|
| /s/ Sabahat Azim |
|
| RICHA SANA AZIM |
|
| /s/ Richa Sana Azim |
|
| KIMBERLITE SOCIAL INFRA PRIVATE LIMITED |
|
|
| By: |
|
/s/ Syed Sabahat Azim |
|
|
Syed Sabahat Azim |
|
|
Director |
|
| ELIGERE LIMITED LIABILITY COMPANY |
|
|
| By: |
|
/s/ Saima Siddiqui |
|
|
Saima Siddiqui |
|
|
Sole Member |
|
| SAIMA SIDDIQUI |
|
| /s/ Saima Siddiqui |
9
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