8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

February 2, 2015

UPLAND SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36720	27-2992077
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Congress Avenue, Suite 1850

Austin, Texas 78701

(Address of principal executive offices, including zip code)

(512) 960-1010

(Registrant’s telephone number, including area code) (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.

Appointment of President

On February 2, 2015, the Board of Directors (“Board”) of Upland Software, Inc. (the “Company”), appointed Timothy W. Mattox as President of the Company.

Mr. Mattox, age 48, has served as the Company’s Chief Operating Officer since July 2014. Prior to joining Upland, Mr. Mattox held various executive positions at Dell Inc., which he joined in 1998. During his time at Dell, Mr. Mattox was responsible for worldwide enterprise product management from January 2009 to January 2013. In addition, while at Dell, Mr. Mattox led Dell’s corporate strategy group, reporting to the Chief Executive Officer, from January 2007 to January 2009. Prior to Dell, Mr. Mattox was a manager at Bain & Company. Mr. Mattox holds a B.S. and M.S. in electrical engineering from the Massachusetts Institute of Technology and an M.B.A. from the Stanford Graduate School of Business. Mr. Mattox currently sits on the board of the National Center for Arts and Technology, an innovative educational non-profit organization.

There are no family relationships between Mr. Mattox and any director or executive officer of the Company, and Mr. Mattox has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Resignation of President

Mr. Mattox succeeds Ludwig Melik, who resigned from his position as President on February 2, 2015.

Item 7.01    Regulation FD Disclosure.

On February 4, 2015, the Company issued a press release announcing certain executive leadership changes. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description

99.1    Upland Software, Inc. Press Release, dated February 4, 2015.

The information furnished in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities of Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

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.

UPLAND SOFTWARE, INC.
By:	/s/ John T. McDonald
	John T. McDonald Chief Executive Officer

Date: February 4, 2015

EX-1

Upland Software Promotes Tim Mattox to President

Former Dell corporate executive to drive company’s customer experience strategy and vision

AUSTIN, Texas (February 4, 2015) - Upland Software, Inc., a leader in cloud-based Enterprise Work Management applications, today announced the promotion of Tim Mattox to president. Tim joined Upland Software in 2014 as chief operating officer and will continue to serve in that capacity along with his new role as president. As part of his expanded responsibilities, Tim will drive Upland’s customer experience strategy and vision.

“With his in depth corporate strategy and operations expertise, Tim has been instrumental in establishing systems and processes that are creating a solid foundation for our company growth,” said Jack McDonald, Chairman and CEO of Upland Software. “As Upland continues expanding, I am excited that Tim will be focused on our customers receiving the utmost quality, value and service from their investments in Upland’s offerings.”

Before joining Upland, Tim was at Dell, Inc. for approximately 15 years, holding executive roles in strategy, operations and marketing. He ran worldwide enterprise product management and drove Dell’s global enterprise product performance. Tim also ran Dell’s corporate strategy, reporting to the CEO for two years as part of the executive leadership team, as well as led worldwide product marketing for all of Dell’s desktops, notebooks and workstations for both the corporate and consumer market. Prior to Dell, Tim worked for Bain & Company and Oracle Corporation. Tim holds BS/MS degrees in electrical engineering and computer science from MIT and an MBA from Stanford’s Graduate School of Business.

“Upland has the people and technology to create and deliver significant value to our customers,” said Tim Mattox, President and COO of Upland Software. “I look forward to extending our commitment to customer success by making sure every organization and individual partnering with Upland has a positive and rewarding experience.”

About Upland Software

Upland (Nasdaq: UPLD) is a leading provider of cloud-based Enterprise Work Management software. Our family of applications connects people through technology, automates the flow of work and brings visibility to all aspects of the organization. With more than 1,200 enterprise customers around the globe, and over 200,000 users, Upland helps teams in IT, marketing, finance, professional services and process excellence run their operations smoothly, adapt to change quickly and achieve better results every day. To learn more, visit www.uplandsoftware.com.

Forward-looking Statements

This press release contains forward-looking statements, which are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these statements. Accordingly, you should not place undue reliance on these forward-looking statements. These statements often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may" or similar expressions. Forward-looking statements include information concerning our financial performance and our ability to achieve or sustain profitability or predict financial results; our ability to attract and retain customers; our ability to deliver high-quality customer service; the growth of demand for enterprise work management applications; our ability to effectively manage our growth; our ability to consummate and integrate acquisitions; maintaining our senior management and key personnel; our ability to maintain and expand our direct sales organization; our ability to changing market conditions and competition; our ability to successfully enter new markets and manage our international expansion; the operation of and reliability of our third-party data centers; and other risks and potential risk factors that could affect Upland’s business and financial results identified in Upland’s filings with the Securities and Exchange Commission (the “SEC”), including its prospectus filed with the SEC pursuant to Rule 424(b)(4) on November 6, 2014. All such statements speak only as of the date made. Additional information will also be set forth in Upland’s future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that Upland makes with the SEC. Upland does not intend or undertake any duty to release publicly any updates or revisions to any forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

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Media Contact:

Karoline McLaughlin Upland Software 512.960.1028

kmclaughlin@uplandsoftware.com