X0306 4 2016-03-14 0 0001505155 Upland Software, Inc. UPLD 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 2016-03-14 4 P 0 1000000 A 1000000 I See Footnote Common Stock 2016-03-15 4 P 0 20954 6.27 A 2509085 D Common Stock 1803574 I See Footnote On March 14, 2016, the Issuer, a subsidiary of the Issuer and Hipcricket, Inc. ("Hipcricket"), a subsidiary of an affiliate of ESW Capital, LLC ("ESW"), entered into an asset purchase agreement pursuant to which substantially all of the assets of Hipcricket related to Hipcricket's business were sold in exchange for the issuance to Hipcricket of 1,000,000 shares of the Issuer's common stock and the Issuer's EPM Live product business. These shares are held directly by Hipcricket. Joseph Liemandt is the sole voting member of ESW and may be deemed to have beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, of the shares held directly by Hipcricket. Each of Mr. Liemandt and ESW disclaims Section 16 beneficial ownership of the shares held by Hipcricket, except to the extent, if any, of their respective pecuniary interest therein. These shares are held directly by ESW. Mr. Liemandt disclaims Section 16 beneficial ownership of the shares held by ESW, except to the extent, if any, of his pecuniary interest therein. These shares are held directly by Acorn Performance Group, Inc. ("Acorn"), a controlled subsidiary of ESW. Each of Mr. Liemandt and ESW disclaims Section 16 beneficial ownership of the shares held by Acorn, except to the extent, if any, of their respective pecuniary interest therein. /s/ Andrew Price, Chief Financial Officer of ESW Capital, LLC 2016-03-16 /s/ Andrew Price, Attorney-in-Fact for Mr. Joseph Liemandt 2016-03-16