Michael Douglass Hill - Jan 29, 2024 Form 4 Insider Report for Upland Software, Inc. (UPLD)

Role: CFO & Treasurer
Signature: /s/ Matthew Smith (as attorney-in-fact for M. Hill)
Stock symbol: UPLD
Transactions as of: Jan 29, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/31/2024, 05:52 PM
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	+100K	+39.87%	$0.00	351K	Jan 29, 2024	Direct	F1
holding	UPLD	Common Stock						160K	Jan 29, 2024	Held by MDH Trust	F2

* 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 (3) month anniversary of the Vesting Commencement Date of December 16, 2023, provided that the Participant continues to be a Service Provider through each such vesting date. Notwithstanding the foregoing, in the event of the Participant's termination by the Company for any reason other than cause or if Participant leaves for Good Reason after a Change in Control (as defined in the Plan), then 100% of the RSUs shall become fully vested.
F2	Shares held by trust for the benefit of reporting person's family. Reporting person is the trustee of the trust.

Content

The RSUs vest in twelve equal quarterly installments starting on the three (3) month anniversary of the Vesting Commencement Date of December 16, 2023, provided that the Participant continues to be a Service Provider through each such vesting date. Notwithstanding the foregoing, in the event of the Participant's termination by the Company for any reason other than cause or if Participant leaves for Good Reason after a Change in Control (as defined in the Plan), then 100% of the RSUs shall become fully vested.

Shares held by trust for the benefit of reporting person's family. Reporting person is the trustee of the trust.