0001094792-23-000002.txt : 20230222 0001094792-23-000002.hdr.sgml : 20230222 20230222163540 ACCESSION NUMBER: 0001094792-23-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230221 FILED AS OF DATE: 20230222 DATE AS OF CHANGE: 20230222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCDONALD JOHN T CENTRAL INDEX KEY: 0001094792 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36720 FILM NUMBER: 23653761 MAIL ADDRESS: STREET 1: C/O UPLAND SOFTWARE INC. STREET 2: 401 CONGRESS AVE., SUITE 1850 CITY: AUSTIN STATE: TX ZIP: 78701 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 wf-form4_167710170573567.xml FORM 4 X0306 4 2023-02-21 0 0001505155 Upland Software, Inc. UPLD 0001094792 MCDONALD JOHN T 401 CONGRESS AVE., STE 1850 AUSTIN TX 78701 1 1 0 0 CEO Common Stock 2023-02-21 4 A 0 100000 0 A 1679402 D Common Stock 243738 I By National Financial Services as Cust FBO J. McDonald RRA Performance Share Unit 0.0 2023-06-30 Common Stock 93750.0 93750 D Performance Share Unit 0.0 2023-02-21 4 A 0 100000 0 A 2025-12-31 Common Stock 100000.0 100000 D Represents restricted stock units vesting in twelve equal quarterly installments starting on March 16, 2023 and ending on December 16, 2025; provided that the participant continues to be a service provider through each such vesting date. Does not include 125,000 shares of common stock held in a trust for the benefit of Mr. McDonald's children of which The Bryn Mawr Trust Company of Delaware is the trustee. Units will vest on the first date on which the closing price of Upland's common stock for any 30 consecutive trading days immediately preceding such date before June 30, 2023 equals or exceeds certain stock price hurdles. On June 30, 2023, a number of Units (if any) will vest based on the closing price of Upland's common stock on June 30, 2023 using linear interpolation. Total shares earned will be between 0% and 300% of the target number of shares reported. Units will vest on the first date on which the closing price of Upland's common stock for any 30 consecutive trading days immediately preceding such date before December 31, 2025 equals or exceeds certain stock price hurdles. On December 31, 2025, a number of Units (if any) will vest based on the closing price of Upland's common stock on December 31, 2025 using linear interpolation. Total shares earned will be between 0% and 200% of the target number of shares reported. /s/ Kin Gill, as attorney-in-fact for Mr. McDonald 2023-02-22