0001094792-22-000002.txt : 20220114 0001094792-22-000002.hdr.sgml : 20220114 20220114180539 ACCESSION NUMBER: 0001094792-22-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220112 FILED AS OF DATE: 20220114 DATE AS OF CHANGE: 20220114 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: 22532968 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_164220151664643.xml FORM 4 X0306 4 2022-01-12 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 2022-01-12 4 A 0 93750 0 A 1511966 D Common Stock 153738 I By National Financial Services as Cust FBO J. McDonald RRA Performance Share Unit 0.0 Common Stock 61437.0 61437 D Performance Share Unit 0.0 2022-01-12 4 A 0 93750 0 A 2023-06-18 Common Stock 93750.0 93750 D Represents restricted stock units vesting in twelve equal quarterly installments starting on March 16, 2022 and ending on December 16, 2024; provided that the participant continues to be a service provider through each such vesting date. 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. 0% to 300% of these TSR performance PSUs may vest on June 30, 2022 based on the Company's total stockholder return ("TSR") for the 18 month period ending June 30, 2022. 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. Units will vest on the first date on which the closing price of Upland's common stock for any thirty (30) consecutive trading days immediately preceding such date before June 30, 2023 equals or exceeds certain stock price hurdles. On June 30, 2023, a number of Units (if any) will vest based on the closing price of Upland's common stock on June 30, 2023 using linear interpolation. Total shares earned will be between 0% and 300% of the target number of shares reported. /s/ Kin Gill (as attorney-in-fact for Mr. McDonald) 2022-01-14