John T. Mcdonald - Feb 21, 2023 Form 4 Insider Report for Upland Software, Inc. (UPLD)

Role
CEO, Director
Signature
/s/ Kin Gill, as attorney-in-fact for Mr. McDonald
Stock symbol
UPLD
Transactions as of
Feb 21, 2023
Transactions value $
$0
Form type
4
Date filed
2/22/2023, 03:35 PM
Previous filing
Dec 20, 2022
Next filing
Mar 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPLD Common Stock Award $0 +100K +6.33% $0.00 1.68M Feb 21, 2023 Direct F1, F2
holding UPLD Common Stock 244K Feb 21, 2023 By National Financial Services as Cust FBO J. McDonald RRA

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction UPLD Performance Share Unit Award $0 +100K $0.00 100K Feb 21, 2023 Common Stock 100K $0.00 Direct F4
holding UPLD Performance Share Unit 93.8K Feb 21, 2023 Common Stock 93.8K $0.00 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted stock units vesting in twelve equal quarterly installments starting on March 16, 2023 and ending on December 16, 2025; 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 Units will vest on the first date on which the closing price of Upland's common stock for any 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.
F4 Units will vest on the first date on which the closing price of Upland's common stock for any 30 consecutive trading days immediately preceding such date before December 31, 2025 equals or exceeds certain stock price hurdles. On December 31, 2025, a number of Units (if any) will vest based on the closing price of Upland's common stock on December 31, 2025 using linear interpolation. Total shares earned will be between 0% and 200% of the target number of shares reported.