Upland Software, Inc. — Director's Dealing 2018

Jan 10, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upland Software, Inc. (UPLD)
CIK: 0001505155
Period of Report: 2018-01-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-08	Common Stock	S	53653	$22.2786	Disposed	1758288	Direct
2018-01-09	Common Stock	S	13847	$22.0267	Disposed	1744441	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 November 20, 2017.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.575, inclusive. The reporting person undertakes to provide to Upland Software, Inc., any security holder 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.47, inclusive. The reporting person undertakes to provide to Upland Software, Inc., any security holder 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.

F4: Excludes 243,738 shares held indirectly by MLFPF&S as Cust. FBO J.McDonald IRA for a total of 1,988,179 shares.