0001094792-21-000018.txt : 20210702 0001094792-21-000018.hdr.sgml : 20210702 20210702180153 ACCESSION NUMBER: 0001094792-21-000018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210630 FILED AS OF DATE: 20210702 DATE AS OF CHANGE: 20210702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCDONALD JOHN T CENTRAL INDEX KEY: 0001094792 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36720 FILM NUMBER: 211071834 MAIL ADDRESS: STREET 1: C/O UPLAND SOFTWARE INC. STREET 2: 401 CONGRESS AVE., SUITE 1850 CITY: AUSTIN STATE: TX ZIP: 78701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Upland Software, Inc. CENTRAL INDEX KEY: 0001505155 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 272992077 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 CONGRESS AVE. STREET 2: SUITE 1850 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512-960-1010 MAIL ADDRESS: STREET 1: 401 CONGRESS AVE. STREET 2: SUITE 1850 CITY: AUSTIN STATE: TX ZIP: 78701 FORMER COMPANY: FORMER CONFORMED NAME: Silverback Acquisition Corp DATE OF NAME CHANGE: 20101105 4 1 wf-form4_162526327749459.xml FORM 4 X0306 4 2021-06-30 0 0001505155 Upland Software, Inc. UPLD 0001094792 MCDONALD JOHN T 401 CONGRESS AVE., STE 1850 AUSTIN TX 78701 1 1 0 0 CEO Common Stock 2021-06-30 4 M 0 135345 0 A 1490447 D Common Stock 2021-07-02 4 S 0 52740 41.5772 D 1437707 D Common Stock 153738 I By National Financial Services as Cust FBO J. McDonald RRA Performance Share Unit 0.0 2021-06-30 4 M 0 66297 0 D Common Stock 66297.0 0 D Based on the Company's total stockholder return ("TSR") for the 18 month period ending June 30, 2021, approximately 204% of the PSUs awarded on February 24, 2020 vested on June 30, 2021 in accordance with the terms of Mr. McDonald's performance grant. 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. Shares were sold pursuant to a 10b5-1 plan to cover the tax withholding obligations in connection with the vesting of restricted stock units. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.55 to $42.04, inclusive. The reporting person undertakes to provide to Upland Software, Inc., any security holder of Upland Software, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. 0% to 300% of these TSR performance PSUs may vest on June 30, 2021 based on the Company's total stockholder return ("TSR") for the 18 month period ending June 30, 2021. The percentage of TSR Performance PSUs that may vest will be (a) 0% if TSR is below 5.0%; (b) 50% if TSR is 5.0%; (c) 100% if TSR is 10%; and (d) 300% if TSR is 20% or greater. If TSR is between 5.0% and 10% or between 10% and 20%, the percentage of TSR Performance RSUs that may vest is determined using linear interpolation. /s/ Kin Gill (as attorney-in-fact for Mr. McDonald) 2021-07-02