SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCDONALD JOHN T

(Last)

(First)

(Middle)

401 CONGRESS AVE., STE 1850

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Upland Software, Inc. [ UPLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Unit	$0	06/05/2024⁽¹⁾	06/05/2024⁽¹⁾	A		500,000		⁽²⁾	02/28/2027	Common Stock	500,000	$0	750,000⁽³⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

Remarks:

	/s/ Matthew Smith (as attorney-in-fact for J. McDonald)	06/06/2024
	** Signature of Reporting Person	Date
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