ESW Capital, LLC - May 19, 2021 Form 3/A - Amendment Insider Report for Upland Software, Inc. (UPLD)

Role: 10%+ Owner
Signature: /s/ Andrew Price, Chief Financial Officer of ESW Capital, LLC
Stock symbol: UPLD
Transactions as of: May 19, 2021
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 5/24/2021, 04:18 PM
Date Of Original Report: Dec 23, 2014

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	UPLD	Common Stock						1.8M	May 19, 2021	See footnote	F1

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

Explanation of Responses:

Id	Content
F1	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.

Content

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.