SEC Form 4 · accession 0000899243-18-022148
Upland Software, Inc. · UPLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 9, 2018
Accepted (ET)
Aug 13, 2018 · 5:19 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 | Aug 9, 2018 | S | 8,021 | $34.973 | D | 991,979 | D | |
| Common StockF3,F2 | Aug 9, 2018 | S | 37,579 | $36.9432 | D | 954,400 | D | |
| Common StockF2 | Aug 9, 2018 | S | 1 | $38.00 | D | 954,399 | D | |
| Common StockF4,F2 | Aug 10, 2018 | S | 4,123 | $35.0051 | D | 950,276 | D | |
| Common StockF5,F2 | Aug 13, 2018 | S | 5,377 | $35.0106 | D | 944,899 | D | |
| Common StockF6 | holding | — | — | — | 2,748,473 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $34.90 to $35.10. 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.
- F2These shares are held directly by EPM Live, Inc. ("EPM"), a controlled 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.
- F3Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $36.69 to $37.30. 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.
- F4Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $34.96 to $35.05. 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.
- F5Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $34.90 to $35.10. 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.
- F6Represents 1,803,574 shares directly held by Acorn Performance Group, Inc. ("Acorn") and the 944,899 shares directly held by EPM reported in note 2 above. 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.