Initial Statement of Beneficial Ownership (3)
16 Juin 2022 - 1:00AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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Azfar Malik |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/26/2022
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3. Issuer Name and Ticker or Trading Symbol
UpHealth, Inc. [UPH]
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(Last)
(First)
(Middle)
17025 ORRVILLE ROAD |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
CHESTERFIELD, MO 63005
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, $0.0001 par value (1)(2)(3) | 962458 | D (4) | |
Common Stock, $0.0001 par value (1)(2)(3) | 962458 | I | As Sole Member of AM Physicians LLC (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | This Form 3 is filed jointly by Azfar M. Malik, M.D. and AM Physicians LLC (each such filer, a "Reporting Person"; collectively, the "Reporting Persons"). |
(2) | As disclosed by the Reporting Persons in a Schedule 13D filed with the Securities and Exchange Commission on June 2, 2022, the Reporting Persons 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 each 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, some members of the Stockholder Group filed separate Form 3s from the Reporting Persons. |
(3) | Each Reporting Person expressly disclaims beneficial ownership of the Shares reported in this Form 3 and any other Form 3 filed by members of the Stockholder Group except to the extent of such Reporting Person's pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that any Reporting Person is the beneficial owner of the Shares reported herein for purposes of Section 16 of the Exchange Act or otherwise. Information provided in this Form 3 with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person is responsible for the accuracy or completeness of information supplied by any other Reporting Person. |
(4) | Represents Shares that are held of record directly by AM Physicians LLC. |
(5) | Represents Shares that are held indirectly by Azfar M. Malik, M.D. as the sole member of AM Physicians LLC. |
Remarks: Exhibit List - Exhibit 24.1: Power of Attorney (Azfar M. Malik, M.D.); Exhibit 24.2: Power of Attorney (AM Physicians LLC); Exhibit 99.1: Joint Filing Agreement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Azfar Malik 17025 ORRVILLE ROAD CHESTERFIELD, MO 63005 |
| X |
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AM Physicians LLC 17025 ORRVILLE ROAD CHESTERFIELD, MO 63005 |
| X |
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Signatures
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/s/ Robin K. Lehninger, as attorney-in-fact for Azfar M. Malik, M.D | | 6/15/2022 |
**Signature of Reporting Person | Date |
/s/ Robin K. Lehninger, as attorney-in-fact for AM Physicians LLC | | 6/15/2022 |
**Signature of Reporting Person | Date |
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 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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