0000899243-17-021998.txt : 20170913
0000899243-17-021998.hdr.sgml : 20170913
20170913160531
ACCESSION NUMBER: 0000899243-17-021998
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170911
FILED AS OF DATE: 20170913
DATE AS OF CHANGE: 20170913
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LIEMANDT JOSEPH
CENTRAL INDEX KEY: 0001295389
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36720
FILM NUMBER: 171083241
MAIL ADDRESS:
STREET 1: 5001 PLAZA ON THE LAKE
CITY: AUSTIN
STATE: TX
ZIP: 78746
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ESW Capital, LLC
CENTRAL INDEX KEY: 0001477025
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1209
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36720
FILM NUMBER: 171083242
BUSINESS ADDRESS:
STREET 1: 401 CONGRESS AVENUE
STREET 2: SUITE 2650
CITY: AUSTIN
STATE: TX
ZIP: 78701
BUSINESS PHONE: 512-524-6149
MAIL ADDRESS:
STREET 1: 401 CONGRESS AVENUE
STREET 2: SUITE 2650
CITY: AUSTIN
STATE: TX
ZIP: 78701
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WAVE SYSTEMS CORP
CENTRAL INDEX KEY: 0000919013
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36720
FILM NUMBER: 171083243
BUSINESS ADDRESS:
STREET 1: 480 PLEASANT ST
CITY: LEE
STATE: MA
ZIP: 01238
BUSINESS PHONE: 4132431600
MAIL ADDRESS:
STREET 1: 480 PLEASANT STREET
CITY: LEE
STATE: MA
ZIP: 01238
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-09-11
0
0001505155
Upland Software, Inc.
UPLD
0000919013
WAVE SYSTEMS CORP
401 CONGRESS AVE., SUITE 2650
AUSTIN
TX
78701
0
0
1
0
0001477025
ESW Capital, LLC
401 CONGRESS AVE., SUITE 2650
AUSTIN
TX
78701
0
0
1
0
0001295389
LIEMANDT JOSEPH
401 CONGRESS AVE., SUITE 2650
AUSTIN
TX
78701
0
0
1
0
Common Stock
2017-09-11
4
S
0
15000
22.5796
D
2171931
D
Common Stock
2017-09-12
4
S
0
5000
22.1028
D
2166931
D
Common Stock
4970505
I
See Footnote
Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $22.41 to $23.03. The Reporting Person undertakes to provide to the Issuer, the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
Wave Systems Corp. ("Wave") is a wholly-owned subsidiary of ESW Capital, LLC ("ESW"). The sole voting member of ESW is Joseph A. Liemandt ("Mr. Liemandt"). Each of ESW and Mr. Liemandt disclaim Section 16 beneficial ownership of the reported shares except to the extent of their respective pecuniary interest therein, if any.
Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $21.99 to $22.38. The Reporting Person undertakes to provide to the Issuer, the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
These shares include the 2,166,931 shares directly held by Wave, 1,803,574 shares directly held by Acorn Performance Group, Inc. ("Acorn") and 1,000,000 shares directly held by EPM Live, Inc. ("EPM"). Acorn and EPM are controlled subsidiaries of ESW. Each of ESW and Mr. Liemandt disclaim Section 16 beneficial ownership of the reported shares except to the extent of their respective pecuniary interest therein, if any.
/s/ Andrew Price, Chief Financial Officer of Wave Systems Corp.
2017-09-13
/s/ Andrew Price, Chief Financial Officer of ESW Capital, LLC
2017-09-13
/s/ Joseph Liemandt
2017-09-13