John T. Mcdonald - Dec 3, 2024 Form 4 Insider Report for Upland Software, Inc. (UPLD)

Signature
/s/ Matthew Smith (as attorney-in-fact for J. McDonald)
Stock symbol
UPLD
Transactions as of
Dec 3, 2024
Transactions value $
-$424,119
Form type
4
Date filed
12/5/2024, 06:36 PM
Previous filing
Sep 17, 2024
Next filing
Dec 10, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPLD Common Stock Options Exercise $0 +156K +8.55% $0.00 1.98M Dec 3, 2024 Direct F1, F2
transaction UPLD Common Stock Tax liability -$269K -61.5K -3.1% $4.37 1.92M Dec 3, 2024 Direct F2, F3
transaction UPLD Common Stock Options Exercise $0 +31.3K +1.63% $0.00 1.95M Dec 4, 2024 Direct F2, F4
transaction UPLD Common Stock Tax liability -$49.2K -12.3K -0.63% $4.00 1.94M Dec 4, 2024 Direct F2, F3
transaction UPLD Common Stock Options Exercise $0 +62.5K +3.22% $0.00 2M Dec 5, 2024 Direct F2, F5
transaction UPLD Common Stock Tax liability -$106K -24.6K -1.23% $4.32 1.98M Dec 5, 2024 Direct F2, F3
holding UPLD Common Stock 364K Dec 3, 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 Options Exercise $0 -156K -20.83% $0.00 594K Dec 3, 2024 Common Stock 156K $0.00 Direct F6
transaction UPLD Performance Share Unit Options Exercise $0 -31.3K -5.26% $0.00 563K Dec 4, 2024 Common Stock 31.3K $0.00 Direct F6
transaction UPLD Performance Share Unit Options Exercise $0 -62.5K -11.11% $0.00 500K Dec 5, 2024 Common Stock 62.5K $0.00 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Based on the Company's total stockholder return ("TSR") approximately 62.5% of the 250,000 PSUs awarded on January 29, 2024, as amended on January 31, 2024, and June 5, 2024, vested on December 3, 2024, in accordance with the terms of Mr. McDonald's performance grant.
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 Shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of performance share units. This is not an open market sale of securities.
F4 Based on the Company's total stockholder return ("TSR") an incremental approximate 12.5% (for a total of approximately 75%) of the 250,000 PSUs awarded on January 29, 2024, as amended on January 31, 2024, and June 5, 2024, vested on December 4, 2024, in accordance with the terms of Mr. McDonald's performance grant.
F5 Based on the Company's total stockholder return ("TSR") an incremental approximate 25% (for a total of approximately 100%) of the 250,000 PSUs awarded on January 29, 2024, as amended on January 31, 2024, and June 5, 2024, vested on December 5, 2024, in accordance with the terms of Mr. McDonald's performance grant.
F6 The total maximum potential of 750,000 PSUs is the balance of the 250,000 PSUs, as disclosed on Form 4 filed on January 29, 2024, as amended on January 31, 2024, and 500,000 PSUs as disclosed on Form 4 filed on June 5, 2024. 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) 62.5% if TSR is 6.25%, d) 75% if TSR is 7.50%, e) 87.5% if TSR is 8.75%, f) 100% if TSR is 10%, g) 125% if TSR is 11.25%, h) 150% if TSR is 12.50%, i) 175% if TSR is 13.75%, j) 200% if TSR is 15%, k) 225% if TSR is 16.75%, l) 250% if TSR is 18.50%, m) 275% if TSR is 19.25%, and n) 300% if TSR is 20% or greater. The percentage of PSUs that may vest is determined using linear interpolation.