Oliver Robert MacFarlane Yates - 29 Jan 2024 Form 4 Insider Report for Upland Software, Inc. (UPLD)

Role: Chief Sales Officer
Signature: /s/ Matthew Smith (as attorney-in-fact for O. Yates)
Issuer symbol: UPLD
Transactions as of: 29 Jan 2024
Transactions value $: $0
Form type: 4
Filing time: 31 Jan 2024, 17:54:49 UTC
Previous filing: 19 Dec 2023
Next filing: 19 Mar 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UPLD	Common Stock	Award	$0	+135K	+109.54%	$0.00	258K	29 Jan 2024	Direct	F1

* 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.

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.