SEC Form 4 · accession 0001062993-16-009788

Upland Software, Inc. · UPLD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

10% Owner

10% Owner

Period of report

May 6, 2016

Accepted (ET)

May 16, 2016 · 2:10 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 Stock^F1	May 6, 2016	P	441	$7.00	A	2,530,964	D
Common Stock^F1	May 9, 2016	P	1,296	$6.9977	A	2,532,260	D
Common Stock^F1	May 10, 2016	P	468	$6.9936	A	2,532,728	D
Common Stock^F1	May 11, 2016	P	9,425	$6.9821	A	2,542,153	D
Common Stock^F1	May 12, 2016	P	100	$6.90	A	2,542,253	D
Common Stock^F1	May 13, 2016	P	18,578	$6.9783	A	2,560,831	D
Common Stock^F2	holding	—	—		—	1,000,000	I	See Footnote
Common Stock^F3	holding	—	—		—	1,803,574	I	See Footnote

No Table II lines on this filing.

F1These shares are held directly by ESW Capital, LLC ("ESW"). 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 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.
F2These shares are held directly by EPM Live, Inc., formerly known as Hipcricket, Inc. ("EMP Live"), a subsidiary and an affiliate of ESW. Each of Mr. Liemandt and ESW disclaims Section 16 beneficial ownership of the shares held by EPM Live, except to the extent, if any, of their respective pecuniary interest therein.
F3These 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.