Upland Software, Inc. — Director's Dealing 2024

Mar 11, 2024

SEC Form 4/A — Form 4/A

Issuer: Upland Software, Inc. (UPLD)
CIK: 0001505155
Period of Report: 2024-01-29

Reporting Person: MCDONALD JOHN T (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-01-29	Common Stock	A	250000	—	Acquired	1881748	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-01-29	Performance Share Unit	$0	A	250000	Acquired	2027-02-28	Common Stock (250000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	263738	Indirect

Footnotes

F1: The RSUs vest in twelve equal quarterly installments starting on the three month anniversary of the Vesting Commencement Date of December 16, 2023 provided that, except as otherwise provided in the Executive Employment Agreement between the Company and Participant, 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 PSUs may vest based on the achievement of the Company's TSR goals for any 30 consecutive trading days immediately preceding any such date during the period beginning on February 28, 2024 and ending on February 28, 2027- the Performance Period. The percentage of PSUs that may vest will be a- 0% if TSR is below 5% b- 50% if TSR is 5% c- 100% if TSR is 10% and d- 300% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation. The PSUs earned shall be limited to the number of shares available for issuance under the 2014 Equity Incentive Plan on the applicable vesting date. If the Company's stockholders approve an equity incentive plan at the 2024 annual meeting and pursuant to such plan, the Reporting Person is granted an award of PSUs prior to the end of the Performance Period, the PSUs earned pursuant to the vesting schedule shall be limited to 250,000 PSUs.

F4: On January 31, 2024, the Reporting Person filed a Form 4 which inadvertently reported that the Performance Period ended on August 28, 2025. Footnote 3 above and column 6 above have been amended to reflect that the Performance Period ends on February 28, 2027.