13D Filing: ESW Capital, LLC and Upland Software Inc. (UPLD)

Page 8 of 9 – SEC Filing


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b) As of June 8, 2017, ESW may be deemed to
beneficially own 5,678,897Shares, representing approximately 30.8% of the 18,437,943 shares of the Issuers common stock outstanding on May 5, 2017 as reported in the Issuers Quarterly Report on Form
10-Q for the period ended March 31, 2017, filed with the Securities and Exchange Commission on May 12, 2017. The 5,678,897 shares consist of 2,875,323 Shares held directly by Wave (the Wave
Shares
), 1,803,574 Shares held directly by Acorn (the Acorn Shares) and 1,000,000 Shares held directly by EPM Live (the EPM Live Shares). ESW may be deemed to have sole voting and dispositive power
with respect to the Acorn Shares, the EPM Live Shares and the Wave Shares.

As of June 8, 2017, Acorn may be deemed to beneficially own 1,803,574 Shares
held directly by it, representing approximately 9.8% of the 18,437,943 shares of the Issuers common stock outstanding on May 5, 2017 as reported in the Issuers Quarterly Report on Form 10-Q
for the period ended March 31, 2017, filed with the Securities and Exchange Commission on May 12, 2017. Acorn has sole voting, investment and dispositive power with respect to the Acorn Shares.

As of June 8, 2017, Liemandt may be deemed to beneficially own the 5,678,897 Shares that consist of the Wave Shares, the Acorn Shares and the EPM Live Shares,
representing approximately 30.8% of the 18,437,943 shares of the Issuers common stock outstanding on May 5, 2017 as reported in the Issuers Quarterly Report on Form 10-Q for the period ended
March 31, 2017, filed with the Securities and Exchange Commission on May 12, 2017. Liemandt may be deemed to have sole voting, investment and dispositive power with respect to the Wave Shares, the Acorn Shares and the EPM Live Shares.

As of June 8, 2017, EPM Live may be deemed to beneficially own 1,000,000 Shares held directly by it, representing approximately 5.4% of the 18,437,943 shares
of the Issuers common stock outstanding on May 5, 2017 as reported in the Issuers Quarterly Report on Form 10-Q for the period ended March 31, 2017, filed with the Securities and
Exchange Commission on May 12, 2017. EPM Live has sole voting, investment and dispositive power with respect to the EPM Live Shares.

As of June 8,
2017, Wave may be deemed to beneficially own 2,875,323 Shares held directly by it, representing approximately 15.6% of the 18,437,943 shares of the Issuers common stock outstanding on May 5, 2017 as reported in the Issuers Quarterly
Report on Form 10-Q for the period ended March 31, 2017, filed with the Securities and Exchange Commission on May 12, 2017. Wave has sole voting, investment and dispositive power with respect to
the Wave Shares.

(c) Except for the contribution to Wave described in Item 3, no Reporting Person has effected any transaction in the Shares in the 60
days prior to the filing of this Amendment No. 7.

(d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no person
had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.

(e) Not applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

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