Upland Software, Inc. — Director's Dealing 2017

Jul 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upland Software, Inc. (UPLD)
CIK: 0001505155
Period of Report: 2017-07-20

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
2017-07-20	Common Stock	S	18780	$22.8344	Disposed	2294831	Direct
2017-07-21	Common Stock	S	34000	$25.0079	Disposed	2260831	Direct
2017-07-24	Common Stock	S	38500	$25.0363	Disposed	2222331	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5025905	Indirect

Footnotes

F1: 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.

F2: These shares include the 2,222,331 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.