Sec Form 13D Filing - Riva Ridge Capital Management LP filing for UpHealth Inc. (UPHL) - 2023-09-26

Stephen Golden

c/o Riva Ridge Capital Management LP

55 Fifth Avenue, 18^th Floor

New York, New York 10003

United States of America

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

* 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 Reporting Persons acquired Variable Rate Convertible Senior Secured Notes due 2025 (the “2025 Notes”) and 6.25% Convertible Senior Notes due 2026 (the “2026 Notes” and, together with the 2025 Notes, collectively, the “Convertible Notes”) reported herein for investment purposes, and such acquisitions were made in the Reporting Persons’ ordinary course of business.  The Reporting Persons filed an initial Schedule 13G with the S ecurities and Exchange Commission (the “SEC”) on February 14, 2023 (the “Schedule 13G”).

The Reporting Persons are filing this Schedule 13D to supersede their prior filing on Schedule 13G.  On September 19, 2023, UpHealth Holdings, Inc., a wholly owned direct subsidiary of the Issuer, filed a voluntary petition for relief under the Chapter 11 of the U.S. Bankruptcy Code for the District of Delaware (the “Petition”). Following the filing of the Petition, the Reporting Persons expect to take efforts to attempt to preserve the value of the Convertible Notes or underlying Common Stock as the bankruptcy process continues.  The Reporting Persons may therefore engage in discussions with, among others, other holders of the Convertible Notes regarding a range of actions, transactions and restructurings, which could relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

The Reporting Persons may, in their sole discretion, depending on market conditions, an evaluation of the business and the prospects of the Issuer and other factors, dispose of the Convertible Notes, shares of  Common Stock or other securities convertible into, exchangeable for or referencing Common Stock or the Convertible Notes, purchase additional Convertible Notes, shares of Common Stock or other securities convertible into, exchangeable for or referencing the Common Stock  or Convertible Notes from time to time in the open market, in privately negotiated transactions or otherwise, including through potential hedging activities, subject to market conditions, legal and regulatory restrictions, and other factors.

Golden:

As of the date hereof, Golden may be deemed to be the beneficial owner of 901,076 Shares, constituting 4.99% of the Shares*.

Golden has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 901,076 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 901,076 Shares.

Shim:

As of the date hereof, Shim may be deemed to be the beneficial owner of 901,076 Shares, constituting 4.99% of the Shares*.

Shim has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 901,076 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 901,076 Shares.

Riva Ridge and GP:

As of the date hereof, Riva Ridge and the GP may be deemed to be the beneficial owner of 901,076 Shares, constituting 4.99% of the Shares*.

Riva Ridge and the GP have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 901,076 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 901,076 Shares.

Master Fund:

As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 901,076 Shares, constituting 4.99% of the Shares*.

The Master Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 901,076 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 901,076 Shares.

Other than as described in Item 6 with respect to the 2025 Notes and 2026 Notes, the transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Exhibit B.

The Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer’s outstanding shares of Common Stock on September 22, 2023.

*The outstanding Shares figure reflects 17,161,024 Shares of Common Stock, $0.0001 par value outstanding as reported in the Issuer’s 10-Q filed by the Issuer on August 10, 2023 and 896,619 additional shares of Common Stock, $0.0001 par value issuable upon the conversion of 2025 Notes and 2026 Notes as defined in Item 4.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The indentures relating to the 2025 Notes and the 2026 Notes prohibit the Issuer from effecting the conversion of such Convertible Notes and the holder from converting any such Convertible Notes if the number of shares of Common Stock that may be issued upon conversion to the holder of such Convertible Notes if, following the conversion, the holder or any “Attribution Parties” would beneficially own in excess of the “maximum percentage” of the Common Stock.  The maximum percentage was initially set at 9.99%, but a holder may reduce the applicable maximum percentage.  On September 22, 2023, the Master Fund delivered a notice to the Issuer to reduce the applicable maximum percentage to 4.99%.  Each indenture defines “Attribution Parties” to mean, collectively, the following persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the issue date of the notes, directly or indirectly managed or advised by a holder’s investment manager or any of its affiliates or principals, (ii) any direct or indirect affiliates of such holder or any of the foregoing, (iii) any person acting or who could be deemed to be acting as a “group,” (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended or Rule 13d-5 thereunder) together with such holder or any of the foregoing and (iv) any other persons whose beneficial ownership of the Common Stock would or could be aggregated with such holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Shares

RIVA RIDGE CAPITAL MANAGEMENT LP*

/s/ Stephen Golden

Riva Ridge master fund, ltd.*

/s/ Stephen Golden

Riva ridge gp llc*

/s/ Stephen Golden

(Name/Title)

JAMES SHIM*

/s/ James Shim

RIVA RIDGE CAPITAL MANAGEMENT LP

/s/ Stephen Golden

Riva Ridge master fund, ltd.

/s/ Stephen Golden

Riva ridge gp llc

/s/ Stephen Golden

(Name/Title)

JAMES SHIM

/s/ James Shim

Date of Transaction

Title of Class

Price Per

Share

6.25% Convertible Senior Notes due 2026

6.25% Convertible Senior Notes due 2026