MCDONALD JOHN T 4

Accession 0001505155-24-000114

CIK 0001505155other

View on SEC.gov Company Profile

Filed

Dec 9, 7:00 PM ET

Accepted

Dec 10, 5:49 PM ET

Size

21.4 KB

Accession

0001505155-24-000114

Insider Transaction Report

Form 4

Period: 2024-12-06

Upland Software, Inc.UPLD

MCDONALD JOHN T

DirectorCEO10% Owner

Transactions

Exercise/Conversion
Common Stock
2024-12-06+187,500→ 2,165,876 total
Exercise/Conversion
Common Stock
2024-12-09+125,000→ 2,217,095 total
Tax Payment
Common Stock
2024-12-09$4.89/sh−49,188$240,529→ 2,167,907 total
Tax Payment
Common Stock
2024-12-10$5.31/sh−73,781$391,777→ 2,281,626 total
Exercise/Conversion
Common Stock
2024-12-10+187,500→ 2,355,407 total
Exercise/Conversion
Performance Share Unit
2024-12-06−187,500→ 312,500 total
Exercise: $0.00Exp: 2027-02-28→ Common Stock (187,500 underlying)
Exercise/Conversion
Performance Share Unit
2024-12-10−187,500→ 0 total
Exercise: $0.00Exp: 2027-02-28→ Common Stock (187,500 underlying)
Tax Payment
Common Stock
2024-12-06$4.45/sh−73,781$328,325→ 2,092,095 total
Exercise/Conversion
Performance Share Unit
2024-12-09−125,000→ 187,500 total
Exercise: $0.00Exp: 2027-02-28→ Common Stock (125,000 underlying)

Holdings

Common Stock
(indirect: By National Financial Services as Cust FBO J. McDonald RRA)
363,738

Footnotes (6)

[F1]Based on the Company's total stockholder return ("TSR") an incremental approximate 75% (for a total of approximately 175%) of the 250,000 PSUs awarded on January 29, 2024, as amended on January 31, 2024, and the corresponding 500,000 PSUs from June 5, 2024, vested on December 6, 2024, in accordance with the terms of Mr. McDonald's performance grant as described below in FN 6.
[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 50% (for a total of approximately 225%) of the 250,000 PSUs awarded on January 29, 2024, as amended on January 31, 2024, and the corresponding 500,000 PSUs from June 5, 2024, vested on December 9, 2024, in accordance with the terms of Mr. McDonald's performance grant as described below in FN 6.
[F5]Based on the Company's total stockholder return ("TSR") an incremental approximate 75% (for a total of approximately 300%) of the 250,000 PSUs awarded on January 29, 2024, as amended on January 31, 2024, and the corresponding 500,000 PSUs from June 5, 2024, vested on December 6, 2024, in accordance with the terms of Mr. McDonald's performance grant as described below in FN 6.
[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.

Documents

1 file

4
wk-form4_1733870986.xmlPrimary
FORM 4

Issuer

Upland Software, Inc.

CIK 0001505155

→

Entity typeother

Related Parties

filerCIK 0001094792

Filing Metadata

Form type: 4
Filed: Dec 9, 7:00 PM ET
Accepted: Dec 10, 5:49 PM ET
Size: 21.4 KB

View on SEC.gov