8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2014

Unwired Planet, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16073	94-3219054
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

170 South Virginia Street, Suite 201

Reno, Nevada 89501

(Address of Principal Executive Offices) (Zip Code)

(775) 980-2345

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 26, 2014, Peter Feld resigned, effective immediately, from the Board of Directors of Unwired Planet, Inc. (the “Company”) and as a member of the Nominating and Corporate Governance Committee and the Audit Committee of the Board of Directors of the Company. Mr. Feld’s resignation was not due to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. On March 26, 2014, Michael Mulica resigned, effective immediately, from the Board of Directors of the Company. Mr. Mulica’s resignation was not due to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Feld’s and Mr. Mulica’s resignations and consistent with a policy previously approved by the Compensation Committee of the Board of Directors of the Company:

• all unvested stock options and restricted stock units of the Company held by Mr. Feld and Mr. Mulica as of the resignation date were accelerated and became fully vested and exercisable on the resignation date; and

• the post-termination exercise periods for all stock options of the Company held by Mr. Feld and Mr. Mulica as of the resignation date were extended for an additional fifteen (15) months beyond the resignation date (but in no event beyond the expiration date of the stock option).

Effective as of March 26, 2014, Richard Chernicoff was appointed to the Board of Directors of the Company to serve as a Class I director, which class of directors shall serve until the 2014 annual meeting of stockholders. Mr. Chernicoff was also appointed as a member of the Audit Committee.

As a newly appointed non-employee director, Mr. Chernicoff will be entitled to receive equity compensation for his services on the Board of Directors of the Company, as described under the caption “Director Compensation” in the proxy statement relating to the Company’s 2013 Annual Meeting of stockholders, filed with the Securities and Exchange Commission on October 1, 2013. Pursuant to the Company’s Second Amended and Restated 1999 Directors’ Equity Compensation Plan, the Company will grant Mr. Chernicoff non-qualified stock options to purchase 24,000 shares of the Company’s common stock and 18,000 restricted stock units. The options and restricted stock units vest over a three-year period beginning on the grant date in equal annual installments, contingent upon continued service on the Board of Directors of the Company, and the stock options will have an exercise price per share equal to the closing price of the common stock of the Company on the Nasdaq Global Market of The Nasdaq Stock Market on the grant date.

A copy of the press release discussing the matters set forth above is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued by Unwired Planet, Inc. on March 27, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Unwired Planet, Inc.
	By:	/s/ Eric Vetter
Dated: March 28, 2014	Name:	Eric Vetter
	Title:	President and Principal Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Unwired Planet, Inc. on March 27, 2014.

EX-99.1

Exhibit 99.1

UNWIRED PLANET ANNOUNCES BOARD CHANGES

Richard Chernicoff Appointed to the Board

Mike Mulica and Peter Feld Resigned from the Board

RENO, Nevada – March 27, 2014 – Unwired Planet, Inc. (NASDAQ:UPIP) today announced changes to the company’s board of directors. Effectively immediately, Richard Chernicoff has been appointed to the company’s board of directors. Mike Mulica and Peter Feld have resigned from the board of directors effective March 26, 2014. Mike Mulica has agreed to assume a consulting role as Chairman Emeritus and will remain Chairman of the company’s technology committee.

“We welcome Rich to the board and believe his extensive experience in all forms of intellectual property, mergers, acquisitions and complex transaction structuring will help shape the future of Unwired Planet,” said Philip Vachon, chairman of the board. “We would like to thank both Mike and Peter for the significant roles they have played while serving on the board and are thankful for their contributions to the company, which were instrumental in transforming Unwired Planet from a sub-scale software company into the world-class intellectual property licensing company that it is today.”

“It has been a pleasure working with members of management and the board over the past two and half years,” said Mike Mulica. “I am so pleased to have had the opportunity to return to the company and help to transform it into a healthy and stable platform well positioned for future success. I look forward to continuing my involvement as Chairman of the company’s technology committee where I will continue to interact with technology leaders in the mobile industry.”

“I greatly appreciate the opportunity to have served on the board of Unwired Planet,” said Peter Feld. “Since joining the board in August 2011, the company has gone through a massive transformation including the sale of Openwave Messaging and Openwave Mobility, a landmark transaction with Ericsson, and the recently announced license and patent sale transaction with Lenovo. I am proud of what we have achieved and believe the company is extremely well positioned for the future. I have tremendous faith in management and the board and look forward to observing Unwired Planet’s future success as a large shareholder of the company.”

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Mr. Chernicoff has many years of intellectual property litigation and licensing experience. Mr. Chernicoff was president of Tessera Intellectual Property Corp. His prior experience includes running corporate development and the intellectual property business of SanDisk Corporation and as President of Unity Semiconductor, which was acquired by Rambus. Earlier in his career, Mr. Chernicoff focused on mergers and acquisitions at Skadden, Arps, Slate, Meagher & Flom LLP, and on technology-driven mergers and acquisitions at Brobeck, Phleger & Harrison LLP.

Mr. Chernicoff received his B.S. degree in Accounting from California State University, Northridge and a J.D. from St. John’s University School of Law, New York.

About Unwired Planet

Unwired Planet, Inc. (NASDAQ: UPIP) is the inventor of the Mobile Internet and a premier intellectual property company focused exclusively on the mobile industry. The company’s patent portfolio includes technologies that allow mobile devices to connect to the Internet and enable mobile communications. The portfolio spans 2G, 3G, and 4G technologies, as well as cloud-based mobile applications and services. Unwired Planet’s portfolio includes patents related to key mobile technologies, including baseband mobile communications, mobile browsers, mobile advertising, push notification technology, maps and location based services, mobile application stores, social networking, mobile gaming, and mobile search. Unwired Planet is headquartered in Reno, Nevada. References in this release to Unwired Planet may be to Unwired Planet, Inc. or its subsidiaries.

Contact:

The Blueshirt Group

Mike Bishop

Tel: +1 415-217-4968

E-mail: mike@blueshirtgroup.com

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