0000899243-17-029014.txt : 20171218 0000899243-17-029014.hdr.sgml : 20171218 20171218162006 ACCESSION NUMBER: 0000899243-17-029014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171214 FILED AS OF DATE: 20171218 DATE AS OF CHANGE: 20171218 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: 171261606 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: 171261607 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: 171261608 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 2017-12-14 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 2017-12-14 4 S 0 1460862 22.00 D 661166 D Common Stock 2017-12-15 4 S 0 301166 22.0165 D 360000 D Common Stock 2017-12-18 4 S 0 360000 22.0004 D 0 D Common Stock 2803574 I See Footnote 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 $22.00 to $22.26. 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. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.20. 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 no 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. 2017-12-18 /s/ Andrew Price, Chief Financial Officer of ESW Capital, LLC 2017-12-18 /s/ Joseph Liemandt 2017-12-18