Upland Software, Inc. — Director's Dealing 2018

Mar 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upland Software, Inc. (UPLD)
CIK: 0001505155
Period of Report: 2018-03-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-19	Common Stock	S	10000	$28.2425	Disposed	233738	Indirect
2018-03-16	Common Stock	F	4735	$28.62	Disposed	1622206	Direct

Footnotes

F1: Shares were sold pursuant to shareholder's 10b5-1 trading plan adopted by owner on August 21, 2017, with an effective date of March 19, 2018.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.95 to $28.64, inclusive. The reporting person undertakes to provide to Upland Software, Inc., any securityholder of Upland Software, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

F3: Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock awarded under the issuer's 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 1,855,944 shares.