SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

AV Partners IX LLC

(Last)

(First)

(Middle)

300 W. SIXTH STREET, STE. 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2014

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	498,548	⁽¹⁾	I	By Austin Ventures IX, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	747,822	⁽¹⁾	I	By Austin Ventures X, L.P.⁽³⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	255,524	⁽⁴⁾	I	By Austin Ventures IX, L.P.⁽²⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	383,286	⁽⁴⁾	I	By Austin Ventures X, L.P.⁽³⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	80,500	⁽⁵⁾	I	By Austin Ventures IX, L.P.⁽²⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	120,750	⁽⁵⁾	I	by Austin Ventures X, L.P.⁽³⁾

1. Name and Address of Reporting Person^*

AV Partners IX LLC

(Last)

(First)

(Middle)

300 W. SIXTH STREET, STE. 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARAGONA JOSEPH C

(Last)

(First)

(Middle)

300 W. SIXTH STREET, STE. 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DEANGELIS KENNETH P

(Last)

(First)

(Middle)

300 W. SIXTH STREET, STE. 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PACITTI CHRISTOPHER A

(Last)

(First)

(Middle)

300 W. SIXTH STREET, STE. 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Siegel Philip S

(Last)

(First)

(Middle)

300 W. SIXTH STREET, STE. 2300

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Series A Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series A Preferred Stock will automatically convert into Common Stock immediately prior to the closing of the Issuer's initial public offering.

2. Shares held directly by Austin Ventures IX, L.P. ("AV IX"). AV Partners IX, L.P. ("AVP IX LP"), the general partner of AV IX, and AV Partners IX, L.L.C. ("AVP IX LLC"), the general partner AVP IX LP, may each be deemed to have sole voting and dispositive powers over the shares held by AV IX. Joseph C. Aragona, Kenneth P. DeAngelis, Christopher A. Pacitti, Philip S. Siegel and John D. Thornton are members of or are associated with AVP IX LLC and may be deemed to share voting and dispositive power over the shares held by AV IX. Such persons and entities disclaim beneficial ownership of shares held by AV IX, except to the extent of any pecuniary interest therein.

3. Shares held directly by Austin Ventures X, L.P. ("AV X"). AV Partners X, L.P. ("AVP X LP"), the general partner of AV X, and AV Partners X, L.L.C. ("AVP X LLC"), the general partner of AVP X LP, may each be deemed to have sole voting and dispositive powers over shares held by AV X. Joseph C. Aragona, Kenneth P. DeAngelis, Christopher A. Pacitti, Philip S. Siegel and John D. Thornton are members of or are associated with AVP X LLC and may be deemed to share voting and dispositive power over the shares held by AV X. Such persons and entities disclaim beneficial ownership of shares held by AV X, except to the extent of any pecuniary interest therein.

4. The Series B Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series B Preferred Stock will automatically convert into Common Stock immediately prior to the closing of the Issuer's initial public offering.

5. The Series C Preferred Stock is convertible into Common Stock on a one-for-one basis at any time and has no expiration date. The Series C Preferred Stock will automatically convert into Common Stock immediately prior to the closing of the Issuer's initial public offering.

Remarks:

This report is one of three reports, each on a separate form 3 but relating to the same transaction.

	/s/ Robert Housley, Attorney-in-Fact	11/05/2014
	/s/ Robert Housley, Attorney-in-Fact	11/05/2014
	/s/ Robert Housley, Attorney-in-Fact	11/05/2014
	/s/ Robert Housley, Attorney-in-Fact	11/05/2014
	/s/ Robert Housley, Attorney-in-Fact	11/05/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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