Form 4 for UPLD Upland Software, Inc.
Accepted 2024-12-10 00:00:00 ET · period of report 2024-12-06 · accession 0001505155-24-000114 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2024-12-10 | 2024-12-06+ | UPLD | MCDONALD JOHN T | CEO, Dir | M - OptEx | $0.00 | +500.0K | 2.36M | +27% | $0 |
| DM | 2024-12-10 | 2024-12-06+ | UPLD | MCDONALD JOHN T | CEO, Dir | F - Tax | $4.88 | -196.8K | 2.28M | -8% | -$960.6K |
| DM | 2024-12-10 | 2024-12-06+ | UPLD | MCDONALD JOHN T | CEO, Dir | M - OptEx | $0.00 | -500.0K | 312.5K | -62% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-12-06 | M | A | 187,500 | $0.00 | 2,165,876 | D | — | — | (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. |
| 2 | Common | Common Stock | 2024-12-06 | F | D | 73,781 | $4.45 | 2,092,095 | D | — | — | (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. (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. |
| 3 | Common | Common Stock | 2024-12-09 | M | A | 125,000 | $0.00 | 2,217,095 | D | — | — | (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. (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. |
| 4 | Common | Common Stock | 2024-12-09 | F | D | 49,188 | $4.89 | 2,167,907 | D | — | — | (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. (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. |
| 5 | Common | Common Stock | 2024-12-10 | F | D | 73,781 | $5.31 | 2,281,626 | D | — | — | (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. (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. |
| 6 | Common | Common Stock | 2024-12-10 | M | A | 187,500 | $0.00 | 2,355,407 | D | — | — | (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. (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. |
| 7 | Derivative | Performance Share Unit | 2024-12-10 | M | D | 187,500 | $0.00 | 0 | D | $0.00 · — to 2027-02-28 | 187,500 Common Stock | (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. |
| 8 | Derivative | Performance Share Unit | 2024-12-09 | M | D | 125,000 | $0.00 | 187,500 | D | $0.00 · — to 2027-02-28 | 125,000 Common Stock | (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. |
| 9 | Derivative | Performance Share Unit | 2024-12-06 | M | D | 187,500 | $0.00 | 312,500 | D | $0.00 · — to 2027-02-28 | 187,500 Common Stock | (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. |