Upland Software, Inc. — Director's Dealing 2018

Aug 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upland Software, Inc. (UPLD)
CIK: 0001505155
Period of Report: 2018-08-21

Reporting Person: EPM Live, Inc. (Member of 10% owner group)
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
2018-08-21	Common Stock	S	7500	$34.93	Disposed	866553	Direct
2018-08-23	Common Stock	S	7153	$35.002	Disposed	859400	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2662974	Indirect

Footnotes

F1: These shares are held directly by EPM Live, Inc. ("EPM"), a controlled 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: Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.07. 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.

F3: These shares include 1,803,574 shares directly held by Acorn Performance Group, Inc. ("Acorn") and the 859,400 shares directly held by EPM reported in footnote 1 above. 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.