UpHealth, Inc.
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(Name of Company) |
Common Stock, Par Value $0.0001 per share
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(Title of Class of Securities)
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91532B101
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(CUSIP Number)
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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June 9, 2021
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(Date of Event which Requires Filing
of this Statement)
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1
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NAMES OF REPORTING PERSONS
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Chirinjeev Kathuria
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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43,100,443
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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43,100,443
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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43,100,443
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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36.6%1
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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(a) |
This statement is being filed on behalf of Dr. Chirinjeev Kathuria (“Dr. Kathuria” or the “Reporting Person”), the Co-Chairman of the Company’s board of directors.
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(b) |
The address of Dr. Kathuria is 14000 S. Military Trail, Suite 203, Delray Beach, FL 33484.
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(c) |
Dr. Kathuria’s present principal occupation or employment is in investment, business and philanthropy. He serves as the Co-Chairman of the Company’s board of directors.
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(d) |
During the last five years, Dr. Kathuria has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e) |
During the last five years, Dr. Kathuria has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f) |
Dr. Kathuria is a citizen of the United States.
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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(a) |
The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
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(b) |
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
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(c) |
A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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(d) |
Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e) |
Any material change in the present capitalization or dividend policy of the Company;
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(f) |
Any other material change in the Company’s business or corporate structure including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy
for which a vote is required by section 13 of the Investment Company Act of 1940;
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(g) |
Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
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(h) |
Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i) |
A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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(j) |
Any action similar to any of those enumerated above.
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Item 5. |
Interest in Securities of the Issuer.
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(a) |
As of the date of the Closing, Dr. Kathuria beneficially owns an aggregate of 43,100,443 shares of Common Stock, or 36.6% The beneficial ownership percentage used in this Schedule 13D is calculated based on a total of 117,605,472 shares
of Common Stock issued and outstanding as of June 9, 2021.
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(b) |
Dr. Kathuria has sole voting power and sole dispositive power with respect to 43,100,443 shares of Common Stock.
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(c) |
Except as set forth in this Schedule 13D, the Reporting Person has not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing of this Schedule 13D.
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(d) |
To the best knowledge of the Reporting Person, no one other than the Reporting Person, or the members, affiliates or shareholders of 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.
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(e) |
Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit 99.1: | Power of Attorney |
CHIRINJEEV KATHURIA
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By:
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/s/ Julie A. D’Angelo
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Julie A. D’Angelo, Attorney-in-Fact
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(pursuant to Limited Power of Attorney dated 6/9/21)
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