Sec Form 13D Filing - Bray Jeffery Rex @ UPHEALTH INC

Sec Form 13D Filing - Bray Jeffery Rex filing for UPHEALTH INC (UPHL) - 2022-06-28

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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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. 2)

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)

June 21, 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 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 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


1		NAMES OF REPORTING PERSONS Jeffery R. Bray
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

CUSIP No. 91532B101


1		NAMES OF REPORTING PERSONS Alexandra Bray
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

CUSIP No. 91532B101


1		NAMES OF REPORTING PERSONS Jeffery R. Bray, Custodian, Samantha Josephine Bray UTMA
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

CUSIP No. 91532B101


1		NAMES OF REPORTING PERSONS Jeffery R. Bray, Custodian, Anais Alexandra Bray UTMA
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

CUSIP No. 91532B101


1		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
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

CUSIP No. 91532B101


1		NAMES OF REPORTING PERSONS The Anais Bray Protective Irrevocable Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Utah

CUSIP No. 91532B101


1		NAMES OF REPORTING PERSONS The Bray Descendants Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Utah

CUSIP No. 91532B101


1		NAMES OF REPORTING PERSONS The Samantha Bray Protective Irrevocable Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Utah

CUSIP No. 91532B101


1		NAMES OF REPORTING PERSONS Jacque Butler
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

CUSIP No. 91532B101


1		NAMES OF REPORTING PERSONS Alfonso Gatmaitan
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

CUSIP No. 91532B101


1		NAMES OF REPORTING PERSONS Azfar M. Malik, M.D.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

CUSIP No. 91532B101


1		NAMES OF REPORTING PERSONS AM Physicians LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Missouri

SCHEDULE 13D

(Amendment No. 2)

The following constitutes Amendment No. 2 to the Schedule 13D filed by the Reporting Persons. This Amendment No. 2 amends the Schedule 13D as specifically set forth herein:

Item 4. Purpose of Transaction.

Item 4 of the Reporting Persons’ Schedule 13D, as amended, is hereby further amended by adding the following:

On June 21, 2022, Jeffery Bray sent to UpHealth, Inc. a “Notice of Intention to Nominate Persons for Election to the Board of Directors” (the “Notice of Intention to Nominate”) in which Mr. Bray informed the Company of his intention to nominate three specific individuals, Martin Angle, Harpal Sandhu and William Owens, for election as directors of the Company at its 2022 Annual Meeting of Stockholders of the Company and any adjournment or postponement thereof, as described in the preliminary proxy statement filed with the SEC on June 21, 2022 (the “2022 Annual Meeting”). The Notice of Intention to Nominate provided a detailed description of the named individuals’ respective backgrounds and qualifications relative to their potential service as directors of the Company. A copy of the Notice of Intention to Nominate is included as Exhibit 99.4 within Item 7 of this Amendment No. 2 and is incorporated by reference as if fully restated here. Mr. Bray sent the Notice of Intention to Nominate in the event that: (i) the 2022 Annual Meeting is properly postponed or adjourned as required by the fiduciary duties of the Board of Directors to permit the convening of the Special Meeting of Stockholders of the Company called by Chirinjeev Kathuria, in his capacity as Co-Chairman of the Board of Directors of the Company, to consider the approval and adoption by the stockholders of the Company of the amendment to Section 3.2 of the Company’s Amended and Restated Bylaws as reflected in the Schedule 13D filed with the SEC on June 2, 2022; and (ii) the Bylaw Amendment is approved and adopted.

On June 23, 2022, the Delaware Court held the preliminary injunction hearing referenced in Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on June 10, 2022. On June 24, 2022, the Delaware Court granted Plaintiffs’ motion for preliminary injunction enjoining the Annual Meeting. The Delaware Court found that Plaintiffs have a reasonable probability of success on their claim that the Defendants breached their fiduciary duty by amending the Bylaws to reduce quorum from a majority to one-third. The Delaware Court also found that Plaintiffs do not have a reasonable probability of success on their claim that the Defendants breached the Bylaws by refusing to allow Dr. Kathuria to call the Special Meeting of the Stockholders, and the claim that Defendants breached their fiduciary duties with respect to disclosures made in the Company’s May 31, 2022 Form 8-K because the claim is mooted by the Company’s June 10, 2022 Form 8-K. The Delaware Court further found that Plaintiffs satisfied the other elements of a preliminary injunction, specifically irreparable harm and balancing of the equities. Therefore, the Annual Meeting is enjoined pending a trial of the claims on their merits. The Delaware Court granted the Defendants’ motion to compel non-privileged materials, awarding attorney fees in the amount of up to $5,000.

Item 7. Material to be Filed as Exhibits.


Exhibit 99.4:		Jeffery Bray’s Notice of Intention to Nominate Persons for Election to the Board of Directors, dated June 21, 2022.

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: June 27, 2022

JEFFERY R. BRAY

/s/ Jeffery R. Bray


AM PHYSICIANS LLC

/s/ Azfar Malik
Name:		Azfar Malik, M.D.
Title:		President

ALEXANDRA BRAY

/s/ Jeffery R. Bray

By: Jeffery R. Bray

As Attorney-In-Fact for Alexandra Bray


JEFFERY R. BRAY CUSTODIAN SAMANTHA JOSEPHINE BRAY UTMA

/s/ Jeffery R. Bray
Name:		Jeffery R. Bray
Title:		Custodian


JEFFERY R. BRAY CUSTODIAN ANAIS ALEXANDRA BRAY UTMA

/s/ Jeffery R. Bray
Name:		Jeffery R. Bray
Title:		Custodian

JACQUE BUTLER

/s/ John Parsons

By: John Parsons

As Attorney-In-Fact for Jacque Butler

ALFONSO GATMAITAN

/s/ Alfonso Gatmaitan


THE ANAIS BRAY PROTECTIVE IRREVOCABLE TRUST

/s/ John Parsons
Name:		John Parsons
Title:		Trustee


THE SAMANTHA BRAY PROTECTIVE IRREVOCABLE TRUST

/s/ John Parsons
Name:		John Parsons
Title:		Trustee


THE BRAY DESCENDANTS TRUST

/s/ John Parsons
Name:		John Parsons
Title:		Trustee

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