Upland Software, Inc. — Director's Dealing 2017

Jul 25, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upland Software, Inc. (UPLD)
CIK: 0001505155
Period of Report: 2016-11-04

Reporting Person: ESW Capital, LLC (N/A)
Reporting Person: LIEMANDT JOSEPH (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-04	Common Stock	P	1500	$8	Acquired	2875323	Direct
2017-05-30	Common Stock	J	2875323	—	Disposed	2875323	Direct
2017-05-30	Common Stock	J	2875323	—	Acquired	2875323	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000000	Indirect
Common Stock	1803574	Indirect

Footnotes

F1: These 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.

F2: On May 30, 2017, ESW contributed to Wave Systems Corp. ("Wave"), a controlled subsidiary of ESW, for no consideration all of the shares held directly by ESW.

F3: As of May 30, 2017, these shares are held directly by Wave, a controlled subsidiary of ESW. Each of Mr. Liemandt and ESW disclaims Section 16 beneficial ownership of the shares held by Wave, except to the extent, if any, of their respective pecuniary interest therein.

F4: These shares are held directly by EPM Live, Inc., formerly known as Hipcricket, Inc. ("EPM 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.

F5: These 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.