Page 7 of 9 – SEC Filing
This Amendment No. 7 to Schedule 13D amends and supplements the Schedule 13D originally filed on
June 23, 2015 (the Original Schedule 13D), as amended and supplemented by Amendment No. 1 to Schedule 13D filed on July 22, 2015 (Amendment No. 1), Amendment No. 2 to Schedule 13D filed on
August 24, 2015 (Amendment No. 2), Amendment No. 3 to Schedule 13D filed on December 22, 2015 (Amendment No. 3), Amendment No. 4 to Schedule 13D filed on January 19, 2016 (Amendment
No. 4), Amendment No. 5 to Schedule 13D filed on March 17, 2016 (Amendment No. 5) and Amendment No. 6 to Schedule 13D filed on March 24, 2016, relating to the common stock, $0.0001 par value per share
(the Shares), of Upland Software, Inc., a Delaware corporation (the Issuer). The purpose of this Amendment No. 7 to Schedule 13D is to report that on May 30, 2017, ESW Capital, LLC contributed all of the shares of
the Issuer directly held by it to Wave Systems Corp., a wholly-owned subsidiary of ESW Capital, LLC, and to add Wave Systems Corp. as an additional reporting person.
Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 7 to Schedule 13D shall have the meaning ascribed to them in the
Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6.
All disclosure for items contained in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4,
Amendment No. 5 and Amendment No. 6 where no new information is provided for such item in this Amendment No. 7 to Schedule 13D is incorporated herein by this reference.
| ITEM 2. | IDENTITY AND BACKGROUND. |
Item 2 (a) (c). This
statement is being filed by the following persons:
| (i) | ESW Capital, LLC, a Delaware limited liability company (ESW); |
| (ii) | Joseph A. Liemandt, a natural person and citizen of the United States (Liemandt); |
| (iii) | Acorn Performance Group, Inc., a Delaware corporation and a controlled subsidiary of ESW (Acorn); |
| (iv) | EPM Live, Inc. (f/k/a Hipcricket, Inc.), a Delaware corporation and a controlled subsidiary of ESW (EPM Live); and |
| (v) | Wave Systems Corp., a Delaware corporation and a controlled subsidiary of ESW (Wave). |
ESW,
Liemandt, Acorn, EPM Live and Wave are sometimes individually referred to herein as a Reporting Person and collectively as the Reporting Persons.
ESW is a private investment fund that is principally engaged in the business of investing in securities. Acorn, EPM Live and Wave is each a controlled
subsidiary of ESW that from time to time may hold securities for investment purposes. Mr. Liemandt is the sole voting member of ESW. The business address and principal executive offices of the each of the Reporting Persons are 401 Congress
Avenue, Suite 2650, Austin, Texas 78701.
Item 2 (d) (e). During the last five years, none of the
persons identified in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to
such laws.
Item 2 (f). ESW is a Delaware limited liability company. Liemandt is a United States citizen. Acorn is a
Delaware corporation. EPM Live is a Delaware corporation. Wave is a Delaware corporation.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The aggregate cost of 2,875,323 of the Shares
acquired by ESW to date is approximately $22,530,141.99, inclusive of any applicable brokerage commissions.
As described in Item 6, in January 2014,
in connection with an Amended & Restated Technology Services Agreement between the issuer and an affiliate of ESW, the Issuer issued 1,803,574 shares of common stock to such affiliate (which shares were subsequently transferred to Acorn) at
a purchase price of $0.0001 per share for an aggregate purchase price of $1,100.
On March 14, 2016, the Issuer, a subsidiary of the Issuer and
Hipcricket, Inc. (Hipcricket), a cloud-based mobile messaging software provider and a subsidiary of ESW, entered into an asset purchase agreement, pursuant to which substantially all of the assets of Hipcricket related to
Hipcrickets business were sold in exchange for the issuance to Hipcricket of 1,000,000 shares of common stock of the Issuer and the Issuers EPM Live product business. The issuance of the shares of common stock of the Issuer to Hipcricket
was not registered under the Securities Act and the parties relied on a private placement exemption from such registration requirements. The value of such 1,000,000 Shares on the closing date of such transaction was $6,160,000, based on the closing
sale price of the Shares on March 14, 2016. On March 17, 2016, Hipcricket changed its name to EPM Live, Inc.
On May 30, 2017, ESW
contributed to Wave for no consideration all of the 2,875,323 Shares held directly by ESW as of such date.
Other than with respect to the transfer of
assets by Hipcricket, each of ESW and the affiliate of ESW referred to above used its own assets to purchase the shares.
