SEC Form 5 · accession 0001458635-19-000004
Upland Software, Inc. · UPLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David May
Director
Period of report
Dec 31, 2018
Accepted (ET)
Feb 13, 2019 · 4:27 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 | holding | — | — | — | 79,585 | D | ||
| Common StockF1 | holding | — | — | — | 0 | I | By family-owned limited liability company |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2,F3 | $7.74 | holding | — | — | — | — | Aug 8, 2026 | Common Stock | 19,358 | 19,358 | D |
| Stock Option (right to buy)F2,F4 | $23.60 | holding | — | — | — | — | Aug 8, 2027 | Common Stock | 3,262 | 3,262 | D |
| Stock Option (right to buy)F5,F6 | $33.39 | holding | — | — | — | — | Aug 6, 2028 | Common Stock | 2,189 | 2,189 | D |
Explanation of responses
- F1Total holdings updated reflect 44,568 shares transferred to reporting person's ex-spouse pursuant to divorce agreement, 25,000 shares that were reported sold on September 15, 2017 but not reflected is subsequent form totals and the transfer to Mr. May of 54,653 shares from a family-owned limited liability company upon dissolution of such entity.
- F2Fully vested and exercisable.
- F3Total updated to reflect 19,359 options transferred to reporting person's ex-spouse pursuant to divorce agreement.
- F4Total updated to reflect 3,263 options transferred to reporting person's ex-spouse pursuant to divorce agreement.
- F5Options vest and become exercisable as to 25% of shares on each of 9/16/19, 12/16/18, 3/16/19 and 6/16/19.
- F6Total updated to reflect 2,189 options transferred to reporting person's ex-spouse pursuant to divorce agreement.