Form Type: 4

SEC EDGAR Link
Accession Number:0001094792-22-000002
Date:2022-01-12
Issuer: UPLAND SOFTWARE, INC. (UPLD)
Original Submission Date:

Reporting Person:

MCDONALD JOHN T
401 CONGRESS AVE., STE 1850
AUSTIN, TX 78701

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-01-12 A 93,750 a $0.00 1,511,966 direct
COMMON STOCK 2022-01-12 0 $0.00 153,738 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PERFORMANCE SHARE UNIT 0.0 2022-01-12 deemed execution date A 93,750 (a) 2023-06-18 common stock 93,750 $0.00 93,750 direct
PERFORMANCE SHARE UNIT 0.0 deemed execution date 0 ( ) common stock 61,437 $0.00 61,437 direct
Footnotes
IDfootnote
f1 represents restricted stock units vesting in twelve equal quarterly installments starting on march 16, 2022 and ending on december 16, 2024; provided that the participant continues to be a service provider through each such vesting date.
f2 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.
f3 0% to 300% of these tsr performance psus may vest on june 30, 2022 based on the company's total stockholder return ("tsr") for the 18 month period ending june 30, 2022. the percentage of tsr performance psus that may vest will be (a) 0% if tsr is below 5.0%; (b) 50% if tsr is 5.0%; (c) 100% if tsr is 10%; and (d) 300% if tsr is 20% or greater. if tsr is between 5.0% and 10% or between 10% and 20%, the percentage of tsr performance rsus that may vest is determined using linear interpolation.
f4 units will vest on the first date on which the closing price of upland's common stock for any thirty (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.
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