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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/05/2014 |
3. Issuer Name and Ticker or Trading Symbol
Upland Software, Inc. [ UPLD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 81,980(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Incentive Stock Option | (2) | 09/02/2024 | Common Stock | 65,584 | $8.73 | D |
Explanation of Responses: |
1. Shares are subject to repurchase by the Company. The Company's right to repurchase lapses for 8,198 of the shares on 7/14/15, for 16,396 of the shares in 12 equal monthly installments beginning on 8/14/15, for 24,594 of the shares in 12 equal monthly installments beginning on 8/14/16 and for 32,792 of the shares in 12 equal monthly installments beginning on 8/14/17 subject to the reporting person's continued employment through such dates. |
2. 10% of the shares subject to the option vest on 7/14/15, 20% of the shares subject to the option vest in 12 equal monthly installments beginning on 8/14/15, 30% of the shares subject to the option vest in 12 equal monthly installments beginning on 8/14/16, and 40% of the shares subject to the option vest in 12 equal monthly installments beginning on 8/14/17, in each case subject to the reporting person's continued employment through such vesting dates. |
Remarks: |
/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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |