Upland Software, Inc. — Director's Dealing 2020

Feb 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upland Software, Inc. (UPLD)
CIK: 0001505155
Period of Report: 2020-02-24

Reporting Person: MCDONALD JOHN T (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-24	Common Stock	A	66297	—	Acquired	1738387	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-24	Performance Share Unit	$0.0	A	66297	Acquired		Common Stock (66297.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	153738	Indirect

Footnotes

F1: Represents restricted stock units vesting in twelve equal quarterly installments starting on March 16, 2020 and ending on December 16, 2022; provided that the participant continues to be a service provider through each such vesting date.

F2: 0% to 300% of these TSR performance PSUs may vest on June 30, 2021 based on the Company's total stockholder return ("TSR") for the 18 month period ending June 30, 2021. The percentage of TSR Performance PSUs that may vest will be (a) 0% if TSR is below 5.0%; (b) 50% if TSR is 5.0%; (c) 100% if TSR is 10%; and (d) 300% if TSR is 20% or greater. If TSR is between 5.0% and 10% or between 10% and 20%, the percentage of TSR Performance RSUs that may vest is determined using linear interpolation.