Upland Software, Inc. — Director's Dealing 2018

Mar 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upland Software, Inc. (UPLD)
CIK: 0001505155
Period of Report: 2018-03-29

Reporting Person: MCDONALD JOHN T (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-29	Common Stock	A	178000	$28.79	Acquired	1800206	Direct
2018-03-29	Common Stock	F	5785	$28.79	Disposed	1794421	Direct

Footnotes

F1: The shares vest in twelve equal quarterly installments starting on March 16, 2018 and ending on December 16, 2020; provided that the participant continues to be a service provider through each such vesting date.

F2: Excludes 233,738 shares held indirectly by MLFPF&S as Cust. FBO J.McDonald IRA for a total of 2,033,944 shares.

F3: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock awarded under the issuers 2014 Equity Incentive Plan. This is not an open market sale of securities.

F4: Excludes 233,738 shares held indirectly by MLFPF&S as Cust. FBO J.McDonald IRA for a total of 2,028,159 shares.