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Upland Software, Inc. — Director's Dealing 2017
Sep 13, 2017
34321_dirs_2017-09-13_770d7bf8-bcb0-4c66-bee9-547dedb70e3e.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Upland Software, Inc. (UPLD)
CIK: 0001505155
Period of Report: 2017-09-11
Reporting Person: WAVE SYSTEMS CORP (10% Owner)
Reporting Person: ESW Capital, LLC (10% Owner)
Reporting Person: LIEMANDT JOSEPH (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2017-09-11 | Common Stock | S | 15000 | $22.5796 | Disposed | 2171931 | Direct |
| 2017-09-12 | Common Stock | S | 5000 | $22.1028 | Disposed | 2166931 | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 4970505 | Indirect |
Footnotes
F1: Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $22.41 to $23.03. 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.
F2: Wave 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.
F3: Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $21.99 to $22.38. 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.
F4: These shares include the 2,166,931 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.