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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
UpHealth, Inc.
(Name of Company)
Common Stock, Par Value $0.0001 per share
(Title of Class of Securities)
91532B101
(CUSIP Number)
Jeffery R. Bray
2083 Walker Lane
Holladay, UT 84117
With copy to:
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)
August 2, 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 persons 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 NAMES OF REPORTING PERSONS Jeffery R. Bray CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 5,039,178 SHARED VOTING POWER 67,398,629 SOLE DISPOSITIVE POWER 5,039,178 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,437,807 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 50.33% TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN 2
CUSIP No. 91532B101 NAMES OF REPORTING PERSONS Alexandra Bray CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 475,504 SOLE DISPOSITIVE POWER 475,504 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,504 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.3% TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN 3
CUSIP No. 91532B101 NAMES OF REPORTING PERSONS Jeffery R. Bray, Custodian, Samantha Josephine Bray UTMA CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 475,504 SOLE DISPOSITIVE POWER 475,504 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,504 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.3% TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN 4
CUSIP No. 91532B101 NAMES OF REPORTING PERSONS Jeffery R. Bray, Custodian, Anais Alexandra Bray UTMA CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 475,504 SOLE DISPOSITIVE POWER 475,504 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,504 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.3% TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN 5
CUSIP No. 91532B101 NAMES OF REPORTING PERSONS John Parsons, Trustee of The Anais Bray Protective Irrevocable Trust, The Bray Descendants Trust and The Samantha Bray Protective
Irrevocable Trust CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 6,478,997 SOLE DISPOSITIVE POWER 6,478,997 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,478,997 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 4.5% TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN 6
CUSIP No. 91532B101 NAMES OF REPORTING PERSONS The Anais Bray Protective Irrevocable Trust CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Utah NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 2,699,582 SOLE DISPOSITIVE POWER 2,699,582 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,699,582 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 1.9% TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO 7
CUSIP No. 91532B101 NAMES OF REPORTING PERSONS The Bray Descendants Trust CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Utah NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 1,079,833 SOLE DISPOSITIVE POWER 1,079,833 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,079,833 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.8% TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO 8
CUSIP No. 91532B101 NAMES OF REPORTING PERSONS The Samantha Bray Protective Irrevocable Trust CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Utah NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 2,699,582 SOLE DISPOSITIVE POWER 2,699,582 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,699,582 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 1.9% TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO 9
CUSIP No. 91532B101 NAMES OF REPORTING PERSONS Jacque Butler CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 1,403,804 SOLE DISPOSITIVE POWER 1,403,804 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,403,804 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 1.0% TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN 10
CUSIP No. 91532B101 NAMES OF REPORTING PERSONS Alfonso Gatmaitan CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 1,183,460 SOLE DISPOSITIVE POWER 1,183,460 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,183,460 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.8% TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN 11
CUSIP No. 91532B101 NAMES OF REPORTING PERSONS Azfar M. Malik, M.D. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 962,458 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 962,458 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 962,458 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.7% TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN 12
CUSIP No. 91532B101 NAMES OF REPORTING PERSONS AM Physicians LLC CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☒ (b) ☐ SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Missouri NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 962,458 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 962,458 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 962,458 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.7% TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO 13
SCHEDULE 13D (Amendment No. 3) The following constitutes
Amendment No. 3 to the Schedule 13D filed by the Reporting Persons. This Amendment No. 3 amends the Schedule 13D as specifically set forth herein: Purpose of Transaction. Item 4 of the Reporting Persons Schedule 13D, as amended, is hereby further amended by adding the following: Subsequent to the Delaware Court granting a motion for preliminary injunction filed by Mr. Bray and Dr. Kathuria (the Plaintiffs) in the
previously described UpHealth, Inc. litigation (the Injunction Order), thereby enjoining the 2022 Annual Meeting as of that time, the parties to the litigation filed additional pleadings with the Court in relation to the facts and
allegations at issue as stated in those filings. On August 1, 2022, the Plaintiffs and Defendants filed a Stipulation And [Proposed] Order
Dismissing All Claims With Prejudice And Without Costs Or Attorneys Fees (the Stipulation and Order), and on August 2, 2022, the Court granted and entered the Stipulation and Order. A copy of that Stipulation and Order, as
granted and filed by the Court, is included in Item 7 as Exhibit 99.5 and is incorporated by reference as if fully restated here. Pursuant to the
Stipulation and Order, the Plaintiffs and Defendants agreed to the following findings of fact: The Board of Directors of UpHealth (the Board): (i) has accepted the resignation of Moshe Bar-Siman-Tov as a director, (ii) has appointed CEO Samuel Meckey as a Class I director to fill the vacancy created by Mr. Bar-Siman-Tov, (iii) has approved a process using the independent firm of Heidrick & Struggles (H&S) to identify director candidates for appointment to the Board as
Class I directors to fill the vacancies that will result from the proposed resignations of Neil Miotto and Jerome Ringo (such two individuals, upon such appointment, together with Mr. Meckey, shall constitute the New Class I
Directors), and (iv) will approve the nomination of the New Class I Directors for election to the Board as Class I directors at the 2022 Annual Meeting, with such slate consisting of the New Class I Directors to supersede
and replace the slate previously nominated by the Board in the Companys proxy statement filed with the U.S. Securities and Exchange Commission on May 31, 2022 that was comprised of Neil Miotto, Raluca Dinu, and Agnes Rey-Giraud. Plaintiffs, including Plaintiff Jeffery Bray who holds an irrevocable proxy to vote all of the shares of common
stock beneficially owned by the parties to the Voting Agreement, (i) agree to vote in favor of the New Class I Directors for election at the 2022 Annual Meeting, (ii) otherwise agree not to nominate a competing slate of directors at
the 2022 Annual Meeting, support any other director candidates at the 2022 Annual Meeting, and/or block quorum at the 2022 Annual Meeting, and (iii) agree that the nomination window for the 2022 Annual Meeting is closed. Pursuant to the Stipulation and Order, the Court ordered the following: The Board shall appoint the New Class I Directors to the Board, to the extent that they are not yet
appointed to the Board, nominate the New Class I Directors for election at the 2022 Annual Meeting, and otherwise shall not reclassify any existing director for election at the 2022 Annual Meeting. 14
Plaintiffs, including Mr. Bray who holds an irrevocable proxy to vote all of the shares of common stock
beneficially owned by the parties to the Voting Agreement, shall vote in favor of the New Class I Directors for election at the 2022 Annual Meeting, and otherwise shall not nominate a slate of directors at the 2022 Annual Meeting, support any
director nominees other than the New Class I Directors, and/or block quorum at the 2022 Annual Meeting. All claims, counterclaims, and third-party claims are dismissed with prejudice and without costs or
attorneys fees of any kind, and the Injunction Order of June 24, 2022 shall be lifted upon entry of the Stipulation and Order. Material to be Filed as Exhibits. Exhibit 99.5: 15
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: August 5, 2022 /s/ Jeffery R. Bray 16
/s/ Azfar Malik, M.D.
/s/ Jeffery R. Bray
/s/ Jeffery R. Bray
/s/ Jeffery R. Bray
/s/ John Parsons
/s/ Alfonso Gatmaitan
THE ANAIS BRAY PROTECTIVE IRREVOCABLE
TRUST /s/ John Parsons
/s/ John Parsons
/s/ John Parsons
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Item 4.
(1)
(2)
(1)
(2)
(3)
Item 7.
Stipulation And Order Dismissing All Claims With Prejudice And Without Costs Or Attorneys Fees.
JEFFERY R. BRAY
AM PHYSICIANS LLC
Name: Azfar Malik, M.D.
Title: President
ALEXANDRA BRAY
By: Jeffery R. Bray
As Attorney-In-Fact for Alexandra Bray
JEFFERY R. BRAY CUSTODIAN SAMANTHA JOSEPHINE BRAY UTMA
Name: Jeffery R. Bray
Title: Custodian
JEFFERY R. BRAY CUSTODIAN ANAIS ALEXANDRA BRAY UTMA
Name: Jeffery R. Bray
Title: Custodian
JACQUE BUTLER
By: John Parsons
As Attorney-In-Fact for Jacque Butler
ALFONSO GATMAITAN
Name: John Parsons
Title: Trustee
THE SAMANTHA BRAY PROTECTIVE IRREVOCABLE TRUST
Name: John Parsons
Title: Trustee
THE BRAY DESCENDANTS TRUST
Name: John Parsons
Title: Trustee
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