Amended Statement of Beneficial Ownership (3/a)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

ESW Capital, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY) 5/19/2021

3. Issuer Name and Ticker or Trading Symbol

Upland Software, Inc. [UPLD]

(Last) (First) (Middle)

401 CONGRESS AVE, SUITE 2650

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

AUSTIN, TX 78701

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)
12/23/2014

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1803574	I	See footnote ⁽¹⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

(1)

It was recently discovered that the transfer of these shares from DevFactory FZ-LLC ("DevFactory"), a controlled subsidiary of ESW Capital, LLC ("ESW"), to Acorn Performance Group, Inc. ("Acorn"), a subsidiary controlled by ESW, in 2014 was not completed; therefore, the original Form 3, as amended on December 23, 2014, and all subsequent Form 4s up to the date of this filing, identified Acorn as the beneficial owner in error. These shares were held directly by DevFactory. Joseph A. 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 by ESW and DevFactory. Mr. Liemandt disclaims Section 16 beneficial ownership of the shares held by DevFactory, except to the extent, if any, of his pecuniary interest therein, and ESW disclaims Section 16 beneficial ownership of the shares held by DevFactory, except to the extent, if any, of its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ESW Capital, LLC 401 CONGRESS AVE, SUITE 2650 AUSTIN, TX 78701		X
LIEMANDT JOSEPH 401 CONGRESS AVE., SUITE 2650 AUSTIN, TX 78701		X
DevFactory FZ-LLC 401 CONGRESS AVE., STE 2650 AUSTIN, TX 78701		X

Signatures
/s/ Andrew Price, Chief Financial Officer of ESW Capital, LLC		5/24/2021
^**Signature of Reporting Person		Date
/s/ Andrew Price, Attorney-in-Fact for Mr. Joseph A. Liemandt		5/24/2021
^**Signature of Reporting Person		Date
/s/ Rahul Subramaniam, Manager of DevFactory FZ-LLC		5/24/2021
^**Signature of Reporting Person		Date