John T. Mcdonald - Jan 29, 2024 Form 4/A Insider Report for Upland Software, Inc. (UPLD)

Role: CEO, Director
Signature: /s/ Matthew Smith (as attorney-in-fact for J. McDonald)
Stock symbol: UPLD
Transactions as of: Jan 29, 2024
Transactions value $: $0
Form type: 4/A
Date filed: 3/11/2024, 05:15 PM
Date Of Original Report: Jan 31, 2024
Previous filing: Dec 19, 2023
Next filing: Mar 19, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPLD	Common Stock	Award	$0	+250K	+15.32%	$0.00	1.88M	Jan 29, 2024	Direct	F1, F2
holding	UPLD	Common Stock						264K	Jan 29, 2024	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	+250K		$0.00	250K	Jan 29, 2024	Common Stock	250K	$0.00	Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The RSUs vest in twelve equal quarterly installments starting on the three month anniversary of the Vesting Commencement Date of December 16, 2023 provided that, except as otherwise provided in the Executive Employment Agreement between the Company and Participant, 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 PSUs may vest based on the achievement of the Company's TSR goals for any 30 consecutive trading days immediately preceding any such date during the period beginning on February 28, 2024 and ending on February 28, 2027- the Performance Period. The percentage of PSUs that may vest will be a- 0% if TSR is below 5% b- 50% if TSR is 5% c- 100% if TSR is 10% and d- 300% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation. The PSUs earned shall be limited to the number of shares available for issuance under the 2014 Equity Incentive Plan on the applicable vesting date. If the Company's stockholders approve an equity incentive plan at the 2024 annual meeting and pursuant to such plan, the Reporting Person is granted an award of PSUs prior to the end of the Performance Period, the PSUs earned pursuant to the vesting schedule shall be limited to 250,000 PSUs.
F4	On January 31, 2024, the Reporting Person filed a Form 4 which inadvertently reported that the Performance Period ended on August 28, 2025. Footnote 3 above and column 6 above have been amended to reflect that the Performance Period ends on February 28, 2027.