Upland Software, Inc. — Director's Dealing 2022

Jan 14, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upland Software, Inc. (UPLD)
CIK: 0001505155
Period of Report: 2022-01-12

Reporting Person: MCDONALD JOHN T (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-12	Common Stock	A	93750	—	Acquired	1511966	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-12	Performance Share Unit	$0.0	A	93750	Acquired	2023-06-18	Common Stock (93750.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	153738	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Share Unit	$0.0		Common Stock (61437.0)	61437	Direct

Footnotes

F1: Represents restricted stock units vesting in twelve equal quarterly installments starting on March 16, 2022 and ending on December 16, 2024; provided that the participant continues to be a service provider through each such vesting date.

F2: Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee.

F3: 0% to 300% of these TSR performance PSUs may vest on June 30, 2022 based on the Company's total stockholder return ("TSR") for the 18 month period ending June 30, 2022. 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.

F4: Units will vest on the first date on which the closing price of Upland's common stock for any thirty (30) consecutive trading days immediately preceding such date before June 30, 2023 equals or exceeds certain stock price hurdles. On June 30, 2023, a number of Units (if any) will vest based on the closing price of Upland's common stock on June 30, 2023 using linear interpolation. Total shares earned will be between 0% and 300% of the target number of shares reported.