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Filing Details

Accession Number:: 0001209191-14-068910
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-14 17:17:36
Reporting Period:: 2014-11-12

Filing Date:: 2014-11-14
Accepted Time:: 2014-11-14 17:17:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1505155	Upland Software Inc.	UPLD	Services-Prepackaged Software (7372)	272992077

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1252914	D John Thornton	300 W. Sixth Street, Ste. 2300 Austin TX 78701		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-11-12	498,548	$0.00	498,548	No	4	C	Indirect	By Austin Ventures IX, L.P.
Common Stock	Acquisiton	2014-11-12	255,524	$0.00	754,072	No	4	C	Indirect	By Austin Ventures IX, L.P.
Common Stock	Acquisiton	2014-11-12	80,500	$0.00	834,572	No	4	C	Indirect	By Austin Ventures IX, L.P.
Common Stock	Acquisiton	2014-11-12	38,462	$12.00	873,034	No	4	P	Indirect	By Austin Ventures IX, L.P.
Common Stock	Acquisiton	2014-11-12	747,822	$0.00	747,822	No	4	C	Indirect	By Austin Ventures X, L.P.
Common Stock	Acquisiton	2014-11-12	383,286	$0.00	1,131,108	No	4	C	Indirect	By Austin Ventures X, L.P.
Common Stock	Acquisiton	2014-11-12	120,750	$0.00	1,251,858	No	4	C	Indirect	By Austin Ventures X, L.P.
Common Stock	Acquisiton	2014-11-12	57,692	$12.00	1,309,550	No	4	P	Indirect	By Austin Ventures X, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Austin Ventures IX, L.P.
No	4	C	Indirect	By Austin Ventures IX, L.P.
No	4	C	Indirect	By Austin Ventures IX, L.P.
No	4	P	Indirect	By Austin Ventures IX, L.P.
No	4	C	Indirect	By Austin Ventures X, L.P.
No	4	C	Indirect	By Austin Ventures X, L.P.
No	4	C	Indirect	By Austin Ventures X, L.P.
No	4	P	Indirect	By Austin Ventures X, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2014-11-12	498,548	$0.00	498,548	$0.00
Common Stock	Series A Preferred Stock	Disposition	2014-11-12	747,822	$0.00	747,822	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-11-12	383,286	$0.00	383,286	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-11-12	255,524	$0.00	255,524	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-11-12	80,500	$0.00	80,500	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-11-12	120,750	$0.00	120,750	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	10,416	Direct

Footnotes

The Series A Preferred Stock, which was convertible at any time and had no expiration date, converted into Upland Software, Inc. common stock on a one-for-one basis.
Shares held directly by Austin Ventures IX, L.P. ("AV IX"). AV Partners IX, L.P. ("AVP IX LP"), the general partner of AV IX, and AV Partners IX, L.L.C. ("AVP IX LLC"), the general partner AVP IX LP, may each be deemed to have sole voting and dispositive powers over the shares held by AV IX. Joseph C. Aragona, Kenneth P. DeAngelis, Christopher A. Pacitti, Philip S. Siegel, and John D. Thornton are members of or are associated with AVP IX LLC and may be deemed to share voting and dispositive power over the shares held by AV IX. Such persons and entities disclaim beneficial ownership of shares held by AV IX, except to the extent of any pecuniary interest therein.
The Series B Preferred Stock, which was convertible at any time and had no expiration date, converted into Upland Software, Inc. common stock on a one-for-one basis.
The Series C Preferred Stock, which was convertible at any time and had no expiration date, converted into Upland Software, Inc. common stock on a one-for-one basis.
Shares held directly by Austin Ventures X, L.P. ("AV X"). AV Partners X, L.P. ("AVP X LP"), the general partner of AV X, and AV Partners X, L.L.C. ("AVP X LLC"), the general partner AVP X LP, may each be deemed to have sole voting and dispositive powers over the shares held by AV X. Joseph C. Aragona, Kenneth P. DeAngelis, Christopher A. Pacitti, Philip S. Siegel, and John D. Thornton are members of or are associated with AVP X LLC and may be deemed to share voting and dispositive power over the shares held by AV X. Such persons and entities disclaim beneficial ownership of shares held by AV X, except to the extent of any pecuniary interest therein.