UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
September 9, 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
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Chirinjeev Kathuria |
| 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
38,517,471 |
| |
9 |
|
SOLE DISPOSITIVE POWER
38,517,471 |
| |
10 |
|
SHARED DISPOSITIVE POWER
0 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,517,471 |
| 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) 26.16% |
| 14 |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN |
2
SCHEDULE 13D
(Amendment No. 5)
The following
constitutes Amendment No. 5 to the Schedule 13D filed by the Reporting Person. This Amendment No. 5 amends the Schedule 13D as specifically set forth herein:
Item 5. Interest in Securities of the Issuer.
Item
5 of the Reporting Person’s Schedule 13D is hereby amended and restated in its entirety as follows:
| |
(a) |
As of the date of this filing, the Reporting Person beneficially owns an aggregate of 38,517,471 shares of
Common Stock, or approximately 26.16%, including 23,542 shares of common stock from restricted stock units that vest within 60 days of this filing for Reporting Person. |
As of the date of this filing, the members of the Stockholder Group, who, together with the Reporting Person, comprise a group within the
meaning of Section 13(d)(3) of the Act, beneficially own the shares of Common Stock as set forth next to their names:
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stockholder Name |
|
No. of Shares
Beneficially
Owned |
|
|
Percentage
Ownership |
|
|
Sole Voting
Power |
|
|
Shared
Voting Power |
|
|
Sole
Dispositive
Power |
|
|
Shared
Dispositive
Power |
|
| Jeffery R. Bray, Individually and as Custodian of the Samantha Josephine Bray UTMA and Anais
Alexandra Bray UTMA |
|
|
66,913,747 |
|
|
|
45.45 |
% |
|
|
5,039,178 |
|
|
|
61,874,569 |
|
|
|
5,039,178 |
|
|
|
0 |
|
| Alexandra Bray |
|
|
475,504 |
|
|
|
0.32 |
% |
|
|
0 |
|
|
|
475,504 |
|
|
|
475,504 |
|
|
|
0 |
|
| Jeffery R. Bray, Custodian Samantha Josephine Bray UTMA |
|
|
475,504 |
|
|
|
0.32 |
% |
|
|
0 |
|
|
|
475,504 |
|
|
|
475,504 |
|
|
|
0 |
|
| Jeffery R. Bray, Custodian Anais Alexandra Bray UTMA |
|
|
475,504 |
|
|
|
0.32 |
% |
|
|
0 |
|
|
|
475,504 |
|
|
|
475,504 |
|
|
|
0 |
|
| John Parsons, Trustee of The Anais Bray Protective Irrevocable Trust, The Bray Descendants Trust
and The Samantha Bray Protective Irrevocable Trust |
|
|
6,478,997 |
|
|
|
4.40 |
% |
|
|
0 |
|
|
|
6,478,997 |
|
|
|
6,478,997 |
|
|
|
0 |
|
| The Anais Bray Protective Irrevocable Trust |
|
|
2,699,582 |
|
|
|
1.83 |
% |
|
|
0 |
|
|
|
2,699,582 |
|
|
|
2,699,582 |
|
|
|
0 |
|
| The Bray Descendants Trust |
|
|
1,079,833 |
|
|
|
0.73 |
% |
|
|
0 |
|
|
|
1,079,833 |
|
|
|
1,079,833 |
|
|
|
0 |
|
| The Samantha Bray Irrevocable Trust |
|
|
2,699,582 |
|
|
|
1.83 |
% |
|
|
0 |
|
|
|
2,699,582 |
|
|
|
2,699,582 |
|
|
|
0 |
|
| Jacque Butler |
|
|
1,403,804 |
|
|
|
0.95 |
% |
|
|
0 |
|
|
|
1,403,804 |
|
|
|
1,403,804 |
|
|
|
0 |
|
| Alfonso Gatmaitan |
|
|
1,183,460 |
|
|
|
0.80 |
% |
|
|
0 |
|
|
|
1,183,460 |
|
|
|
1,183,460 |
|
|
|
0 |
|
| Azfar Malik, M.D. |
|
|
962,458 |
|
|
|
0.65 |
% |
|
|
0 |
|
|
|
962,458 |
|
|
|
0 |
|
|
|
962,458 |
|
| AM Physicians LLC |
|
|
962,458 |
|
|
|
0.65 |
% |
|
|
0 |
|
|
|
962,458 |
|
|
|
0 |
|
|
|
962,548 |
|
| Chirinjeev Kathuria |
|
|
38,517,471 |
|
|
|
26.16 |
% |
|
|
0 |
|
|
|
38,517,471 |
|
|
|
38,517,471 |
|
|
|
0 |
|
| Mariya Pylypiv |
|
|
6,741,033 |
|
|
|
4.58 |
% |
|
|
0 |
|
|
|
6,741,033 |
|
|
|
6,741,033 |
|
|
|
0 |
|
| Syed Sabahat Azim |
|
|
6,116,842 |
|
|
|
4.16 |
% |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
6,116,842 |
|
| Richa Sana Azim |
|
|
6,116,842 |
|
|
|
4.16 |
% |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
6,116,842 |
|
| Kimberlite Social Infra Private Limited |
|
|
684,981 |
|
|
|
0.46 |
% |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
684,981 |
|
| Eligere Limited Liability Company |
|
|
6,116,842 |
|
|
|
4.16 |
% |
|
|
0 |
|
|
|
6,116,842 |
|
|
|
0 |
|
|
|
0 |
|
The Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned
by the other members of the Stockholder Group. The other members of the Stockholder Group have filed separate Schedule 13Ds with respect to their interests. The Reporting Person is not responsible for the completeness and accuracy of the information
concerning the other members of the Stockholder Group.
The beneficial ownership percentages used in this Schedule 13D are calculated based
upon a total of 147,215,675 shares of Common Stock issued and outstanding as of August 14, 2022, as reported in the Company’s Form 10-Q filed on August 14, 2022, plus, in the case of the
ownership calculations for “Jeffery R. Bray, Individually and as Custodian of the Samantha Josephine Bray UTMA and Anais Alexandra Bray UTMA” and Reporting Person, respectively, an additional 23,542 shares of common stock from restricted
stock units that vest within 60 days of this filing for Reporting Person.
4
| |
(b) |
Reporting Person has shared voting power and sole dispositive power with respect to 38,517,471 shares of Common
Stock. |
See the table in Item 5(a) for information regarding the power to vote or direct the vote and power to dispose or
direct the disposition of shares of Common Stock of the members of the Stockholder Group.
| |
(c) |
The Reporting Person has not engaged in any transaction with respect to the Common Stock during the sixty days
prior to the date of this filing of this Schedule 13D, other than transferring 4,688,365 shares of Common Stock, under a reservation of rights by Reporting Person, in connection with the transfer of said shares to former members of Cloudbreak
Health, LLC (“Cloudbreak”) in connection with terms of that certain Business Combination Agreement, dated as of November 20, 2020, between Gigcapital2, Inc, Cloudbreak Health Merger Sub, LLC, Cloudbreak Health, LLC, Uphealth Holdings,
Inc., Chirinjeev Kathuria, Mariya Pylypiv and Shareholder Representative Services LLC. These shares have not been included as those being beneficially owned by Reporting Person and Stockholder Group in the above calculations. |
| |
(d) |
To the best of the knowledge of the Reporting Person, no one other than the Reporting Person is known to have
the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock reported herein as beneficially owned by the Reporting Person. |
5
SIGNATURE
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: October 14, 2022
|
| CHIRINJEEV KATHURIA |
|
| /s/ Chirinjeev Kathuria |
6
GigCapital2 (NYSE:GIX)
Historical Stock Chart
From Mar 2024 to Apr 2024
GigCapital2 (NYSE:GIX)
Historical Stock Chart
From Apr 2023 to Apr 2024
