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Upland Software, Inc. Director's Dealing 2023

Feb 22, 2023

34321_dirs_2023-02-22_aad9f2f0-bd29-4b81-a7fc-f325af2d0069.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Upland Software, Inc. (UPLD)
CIK: 0001505155
Period of Report: 2023-02-21

Reporting Person: MCDONALD JOHN T (Director, CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2023-02-21 Common Stock A 100000 Acquired 1679402 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2023-02-21 Performance Share Unit $0.0 A 100000 Acquired 2025-12-31 Common Stock (100000.0) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 243738 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Performance Share Unit $0.0 2023-06-30 Common Stock (93750.0) 93750 Direct

Footnotes

F1: Represents restricted stock units vesting in twelve equal quarterly installments starting on March 16, 2023 and ending on December 16, 2025; 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: Units will vest on the first date on which the closing price of Upland's common stock for any 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.

F4: Units will vest on the first date on which the closing price of Upland's common stock for any 30 consecutive trading days immediately preceding such date before December 31, 2025 equals or exceeds certain stock price hurdles. On December 31, 2025, a number of Units (if any) will vest based on the closing price of Upland's common stock on December 31, 2025 using linear interpolation. Total shares earned will be between 0% and 200% of the target number of shares reported.