| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/19/2021 | 3. Issuer Name and Ticker or Trading Symbol Upland Software, Inc. [ UPLD ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 12/23/2014 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,803,574 | I | See footnote(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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. |
| Remarks: |
| /s/ Andrew Price, Chief Financial Officer of ESW Capital, LLC | 05/24/2021 | |
| /s/ Andrew Price, Attorney-in-Fact for Mr. Joseph A. Liemandt | 05/24/2021 | |
| /s/ Rahul Subramaniam, Manager of DevFactory FZ-LLC | 05/24/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
