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

September 26, 2014

Date of Report (Date of earliest event reported)

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)

Registrant’s telephone number, including area code: (775) 980-2345

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 (see General Instruction A.2. below):

¨ 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

(d) Election of Director

On September 26, 2014, the Board of Directors (the “Board”) of Unwired Planet, Inc., a Delaware corporation (the “Company”), appointed Andrew Dodge to the Board as a director to serve until the next annual meeting of stockholders or until his successor has been elected pursuant to Indaba Capital Fund, L.P.’s right to designate a director to the Board under the Securities Purchase Agreement dated as of June 28, 2013 by and among the Company and Indaba Capital Fund, L.P. Mr. Dodge was also appointed as a member of the newly-created Executive Search Committee. The appointment was effective on September 30, 2014.

As compensation for his services, Mr. Dodge is entitled to (i) on or about the date of the annual meeting of stockholders, restricted stock units with a fair market value equal to $90,000, which will vest on the one-year anniversary of the grant date (which for the current fiscal year will be pro-rated), and (ii) a $100,000 annual cash retainer, paid in equal quarterly installments (which for the current fiscal year will be pro-rated). Mr. Dodge has indicated to the Company his intention to convey all net economic benefit from any and all compensation for his services to Indaba Capital Fund, L.P.

Item 7.01 Regulation FD Disclosure.

In connection with the appointment of Mr. Dodge, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1.

The information furnished by the Company pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued by Unwired Planet, Inc. on October 2, 2014

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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 as of October 2, 2014.

UNWIRED PLANET, INC.

/s/ Eric J. Vetter

Eric J. Vetter

President, Chief Administrative Officer & Chief Financial Officer

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EX-99.1

Exhibit 99.1

Unwired Planet Appoints Andrew Dodge to Board of Directors

RENO, Nev. – Oct. 2, 2014 – Unwired Planet, Inc. (NASDAQ: UPIP), today announced that Andrew Dodge was appointed to its board of directors. Mr. Dodge is currently an Investment Partner of Indaba Capital Management, L.P. An affiliate of Indaba Capital Management is the largest shareholder of Unwired Planet.

“Given Indaba’s significant ownership position in Unwired Planet, Andy will be a strong voice for shareholders, and his insight will be instrumental to the board as Unwired Planet continues to work towards our strategy to monetize our IP assets,” said Phil Vachon, chairman of the board. “On behalf of the Unwired Planet board, we welcome Andy and look forward to working with him.”

Prior to joining Indaba Capital Management, Mr. Dodge was an associate at Sageview Capital, LP and an analyst at Sankaty Advisors, LLC. Mr. Dodge graduated cum laude from Harvard University with an A.B. in Economics.

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 of approximately 2,500 issued and pending US and foreign patents, 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.

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Cautionary Note Regarding Forward Looking Statements

Any statements in this press release with respect to future events or expectations, including statements regarding the Company’s licensing activities, expected benefits from the amended Ericsson agreement and IPMG transaction and expectations regarding enhancing stockholder value, including realization of net operating loss carryforwards, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1943 and Section 27A of the Securities Act of 1933. These forward-looking statements are subject to many risks and uncertainties that could cause actual results to differ materially from those projected. Notwithstanding changes that may occur with respect to matters relating to any forward looking statements, Unwired Planet assumes no obligation to update the forward-looking statements included in this press release.

For a detailed discussion of these and other factors that may cause these forward looking statements not to come true, please refer to the risk factors discussed in Unwired Planet’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 and subsequent filings. These documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Unwired Planet’s website at www.unwiredplanet.com.

For More Information:

Mike Bishop,

The Blueshirt Group

mike@blueshirtgroup.com

+1 415-217-4968

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