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