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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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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
                      

1. Name and Address of Reporting Person *

Meckey Samuel		 2. Issuer Name and Ticker or Trading Symbol

UpHealth, Inc. [ UPH ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O UPHEALTH, INC., 14000 S. MILITARY TRAIL SUITE 203		 3. Date of Earliest Transaction (MM/DD/YYYY)

1/9/2023
(Street)

DELRAY BEACH, FL 33484
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 1/9/2023  A  430000 (1)(2)(3)A$0 430000 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Each Restricted Stock Unit ("RSUs") represents the right to receive, following vesting, one share of the Company's common stock. Subject to the Reporting Person's continued service to Issuer, 25% of the RSUs shall vest on June 1, 2023 (the "Initial Vesting Date"), and the remaining 75% of the RSUs shall vest in equal quarterly installments on each subsequent August 1, November 1, February 1 and June 1 over the three years following the Initial Vesting Date, such that the RSUs will be 100% vested on June 1, 2026.
(2) In the event that the Reporting Person's employment is terminated without Cause, or for Good Reason or in the event of the Reporting Person's death or Complete Disability (each, as defined in the Reporting Person's employment agreement), any unvested portion of the RSUs shall become immediately vested.
(3) The Company may withhold shares of stock subject to the RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such RSUs issued to Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Meckey Samuel
C/O UPHEALTH, INC.
14000 S. MILITARY TRAIL SUITE 203
DELRAY BEACH, FL 33484		X
Chief Executive Officer
Signatures
/s/ Samuel Meckey1/11/2023
**Signature of Reporting PersonDate
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).
**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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