0001094792-24-000010.txt : 20240606
0001094792-24-000010.hdr.sgml : 20240606
20240606170334
ACCESSION NUMBER: 0001094792-24-000010
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240605
FILED AS OF DATE: 20240606
DATE AS OF CHANGE: 20240606
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MCDONALD JOHN T
CENTRAL INDEX KEY: 0001094792
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36720
FILM NUMBER: 241026309
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]
ORGANIZATION NAME: 06 Technology
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
wk-form4_1717707804.xml
FORM 4
X0508
4
2024-06-05
0
0001505155
Upland Software, Inc.
UPLD
0001094792
MCDONALD JOHN T
401 CONGRESS AVE., STE 1850
AUSTIN
TX
78701
1
1
0
0
CEO
0
Performance Share Unit
0
2024-06-05
2024-06-05
4
A
0
500000
0
A
2027-02-28
Common Stock
500000
750000
D
This Performance Share Units (the "PSUs") grant, as disclosed in Upland Software, Inc.'s (the "Company's") 2024 proxy statement, was approved by the Compensation Committee of the Board of Directors of the Company on January 29, 2024, contingent upon shareholder approval of Upland Software, Inc.'s 2024 Omnibus Incentive Plan. On June 5, 2024, at the 2024 annual meeting of shareholders, the Company's shareholders approved the 2024 Omnibus Incentive Plan.
0% to 100% of these PSUs may vest based on the achievement of the Company's TSR goals for any 30 consecutive trading days immediately preceding any such date during the period beginning on February 28, 2024 and ending on February 28, 2027. The percentage of PSUs that may vest will be (a) 0% if TSR is at or below 10%, (b) 12.5% if TSR is 11.25%, (c) 25% if TSR is 12.5%, (d) 37.5% if TSR is 13.75%, (e) 50% if TSR is 15%, (f) 62.5% if TSR is 16.75%, (g) 75% if TSR is 18.5%, (h) 87.5% if TSR is 19.25%, and (i) 100% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation.
On June 5, 2024, at the 2024 annual meeting of shareholders, the Company's shareholders approved the 2024 Omnibus Incentive Plan, and, as a result, the PSUs earned pursuant to the vesting schedule set forth on the Form 4/A, as filed with the U.S. Securities and Exchange Commission on March 11, 2024, are limited to 250,000 PSUs.
/s/ Matthew Smith (as attorney-in-fact for J. McDonald)
2024-06-06