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Filing Details

Accession Number:: 0001209191-14-069012
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-11-14 21:57:01
Reporting Period:: 2014-11-12

Filing Date:: 2014-11-14
Accepted Time:: 2014-11-14 21:57:01
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
1477025	Esw Capital, Llc	401 Congress Ave., Suite 2650 Austin TX 78701		No	No	Yes	No
1624274	Acorn Performance Group, Inc.	401 Congress Ave., Suite 2650 Austin TX 78701		No	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
Common Stock	Acquisiton	2014-11-12	328,199	$0.00	328,199	No	4	C	Direct
Common Stock	Acquisiton	2014-11-12	245,941	$0.00	574,140	No	4	C	Direct
Common Stock	Acquisiton	2014-11-12	195,024	$0.00	769,164	No	4	C	Direct
Common Stock	Acquisiton	2014-11-12	192,307	$12.00	961,471	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	P	Direct

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	328,199	$0.00	328,199	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-11-12	245,941	$0.00	245,941	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-11-12	195,024	$0.00	195,024	$0.00

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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,803,574	Indirect	By Acorn Performance Group, Inc.

Footnotes

The Series A Preferred Stock, which was convertible at any time and had no expiration date, converted into Upland Software, Inc. (the "Issuer")common stock on a one-for-one basis upon the closing of the Issuer's initial public offering on November 12, 2014.
These shares are held directly by ESW Capital, LLC ("ESW"). Joe Liemandt is the sole manager and sole member of ESW and may be deemed to have beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, of the shares held by ESW. Mr. Liemandt disclaims Section 16 beneficial ownership of the shares held by ESW, except to the extent, if any, of his pecuniary interest therein.
The Series B Preferred Stock, which was convertible at any time and had no expiration date, converted into Upland Software, Inc. (the "Issuer")common stock on a one-for-one basis upon the closing of the Issuer's initial public offering on November 12, 2014.
The Series C Preferred Stock, which was convertible at any time and had no expiration date, converted into Upland Software, Inc. (the "Issuer")common stock on a one-for-one basis upon the closing of the Issuer's initial public offering on November 12, 2014.
ESW Capital LLC may be deemed to indirectly beneficially own the shares held by its affiliate Acorn Performance Group, Inc.
These shares were held directly by ESW Capital, LLC ("ESW"). Joe Liemandt is the sole manager and sole member of ESW and may be deemed to have beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, of the shares held by ESW. Mr. Liemandt disclaims Section 16 beneficial ownership of the shares held by ESW, except to the extent, if any, of his pecuniary interest therein.