John T. Mcdonald - Jun 5, 2024 Form 4 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
Jun 5, 2024
Transactions value $
$0
Form type
4
Date filed
6/6/2024, 05:03 PM
Previous filing
Mar 19, 2024
Next filing
Jun 17, 2024

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 +500K +200% $0.00 750K Jun 5, 2024 Common Stock 500K $0.00 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Performance Share Units (the "PSUs") grant, as disclosed in Upland Software, Inc.'s (the "Company's") 2024 proxy statement, was approved by the Compensation Committee of the Board of Directors of the Company on January 29, 2024, contingent upon shareholder approval of Upland Software, Inc.'s 2024 Omnibus Incentive Plan. On June 5, 2024, at the 2024 annual meeting of shareholders, the Company's shareholders approved the 2024 Omnibus Incentive Plan.
F2 0% to 100% 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 percentage of PSUs that may vest will be (a) 0% if TSR is at or below 10%, (b) 12.5% if TSR is 11.25%, (c) 25% if TSR is 12.5%, (d) 37.5% if TSR is 13.75%, (e) 50% if TSR is 15%, (f) 62.5% if TSR is 16.75%, (g) 75% if TSR is 18.5%, (h) 87.5% if TSR is 19.25%, and (i) 100% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation.
F3 On June 5, 2024, at the 2024 annual meeting of shareholders, the Company's shareholders approved the 2024 Omnibus Incentive Plan, and, as a result, the PSUs earned pursuant to the vesting schedule set forth on the Form 4/A, as filed with the U.S. Securities and Exchange Commission on March 11, 2024, are limited to 250,000 PSUs.