SEC Form 4 · accession 0000899243-17-029014
Upland Software, Inc. · UPLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 14, 2017
Accepted (ET)
Dec 18, 2017 · 4:20 pm EST
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 | Dec 14, 2017 | S | 1,460,862 | $22.00 | D | 661,166 | D | |
| Common StockF2,F1 | Dec 15, 2017 | S | 301,166 | $22.0165 | D | 360,000 | D | |
| Common StockF3,F1 | Dec 18, 2017 | S | 360,000 | $22.0004 | D | 0 | D | |
| Common StockF4 | holding | — | — | — | 2,803,574 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Wave Systems Corp. ("Wave") is a wholly-owned subsidiary of ESW Capital, LLC ("ESW"). The sole voting member of ESW is Joseph A. Liemandt ("Mr. Liemandt"). Each of ESW and Mr. Liemandt disclaim Section 16 beneficial ownership of the reported shares except to the extent of their respective pecuniary interest therein, if any.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.26. The Reporting Person undertakes to provide to the Issuer, the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F3Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.20. The Reporting Person undertakes to provide to the Issuer, the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F4These shares include no shares directly held by Wave, 1,803,574 shares directly held by Acorn Performance Group, Inc. ("Acorn") and 1,000,000 shares directly held by EPM Live, Inc. ("EPM"). Acorn and EPM are controlled subsidiaries of ESW. Each of ESW and Mr. Liemandt disclaim Section 16 beneficial ownership of the reported shares except to the extent of their respective pecuniary interest therein, if any.