SEC Form 4 · accession 0000899243-16-016190
Upland Software, Inc. · UPLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 14, 2016
Accepted (ET)
Mar 16, 2016 · 9:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001505155
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 14, 2016 | P$0 | 1,000,000 | — | A | 1,000,000 | I | See Footnote |
| Common StockF3 | Mar 15, 2016 | P | 20,954 | $6.27 | A | 2,509,085 | D | |
| Common StockF4 | holding | — | — | — | 1,803,574 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 14, 2016, the Issuer, a subsidiary of the Issuer and Hipcricket, Inc. ("Hipcricket"), a subsidiary of an affiliate of ESW Capital, LLC ("ESW"), entered into an asset purchase agreement pursuant to which substantially all of the assets of Hipcricket related to Hipcricket's business were sold in exchange for the issuance to Hipcricket of 1,000,000 shares of the Issuer's common stock and the Issuer's EPM Live product business.
- F2These shares are held directly by Hipcricket. Joseph Liemandt is the sole voting member of ESW and may be deemed to have beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, of the shares held directly by Hipcricket. Each of Mr. Liemandt and ESW disclaims Section 16 beneficial ownership of the shares held by Hipcricket, except to the extent, if any, of their respective pecuniary interest therein.
- F3These shares are held directly by ESW. Mr. Liemandt disclaims Section 16 beneficial ownership of the shares held by ESW, except to the extent, if any, of his pecuniary interest therein.
- F4These shares are held directly by Acorn Performance Group, Inc. ("Acorn"), a controlled subsidiary of ESW. Each of Mr. Liemandt and ESW disclaims Section 16 beneficial ownership of the shares held by Acorn, except to the extent, if any, of their respective pecuniary interest therein.