Statement of Changes in Beneficial Ownership (4)
July 02 2021 - 6:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MCDONALD JOHN T |
2. Issuer Name and Ticker or Trading Symbol
Upland Software, Inc.
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UPLD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO |
(Last)
(First)
(Middle)
401 CONGRESS AVE., STE 1850 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/30/2021 |
(Street)
AUSTIN, TX 78701
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/30/2021 | | M | | 135345 (1) | A | $0 | 1490447 (2) | D | |
Common Stock | 7/2/2021 | | S(3) | | 52740 | D | $41.5772 (4) | 1437707 (2) | D | |
Common Stock | | | | | | | | 153738 | I | By National Financial Services as Cust FBO J. McDonald RRA |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Share Unit | $0.0 | 6/30/2021 | | M | | | 66297 (5) | (5) | (5) | Common Stock | 66297.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Based on the Company's total stockholder return ("TSR") for the 18 month period ending June 30, 2021, approximately 204% of the PSUs awarded on February 24, 2020 vested on June 30, 2021 in accordance with the terms of Mr. McDonald's performance grant. |
(2) | 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. |
(3) | Shares were sold pursuant to a 10b5-1 plan to cover the tax withholding obligations in connection with the vesting of restricted stock units. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.55 to $42.04, inclusive. The reporting person undertakes to provide to Upland Software, Inc., any security holder of Upland Software, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. |
(5) | 0% to 300% of these TSR performance PSUs may vest on June 30, 2021 based on the Company's total stockholder return ("TSR") for the 18 month period ending June 30, 2021. 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MCDONALD JOHN T 401 CONGRESS AVE., STE 1850 AUSTIN, TX 78701 | X |
| CEO |
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Signatures
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/s/ Kin Gill (as attorney-in-fact for Mr. McDonald) | | 7/2/2021 |
**Signature of Reporting Person | Date |
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