Ulysses Aggregator Updates Upland Software Stake

TL;DR

Ulysses Aggregator just amended its 13D for Upland Software. Big changes coming?

AI Summary

Ulysses Aggregator, LP, through an amendment filed on June 17, 2024, has updated its Schedule 13D regarding Upland Software, Inc. The filing indicates a change in beneficial ownership, with Ulysses Aggregator, LP now holding a significant stake in the company. This amendment reflects ongoing strategic interests and potential influence over Upland Software, Inc.

Why It Matters

This filing signals a potential shift in control or influence for Upland Software, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings like this can indicate activist investor activity or potential takeovers, introducing uncertainty.

Key Players & Entities

• Upland Software, Inc. (company) — Subject Company
• Ulysses Aggregator, LP (company) — Filing Entity
• HGGC, LLC (company) — Associated Entity
• David Chung (person) — Contact Person for Ulysses Aggregator, LP
• David B. Feirstein, P.C. (person) — Legal Counsel
• Marshall P. Shaffer, P.C. (person) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $17.50 — divided by a conversion price equal to $17.50 per share, and Bloom Acquisitions 1, LP

Filing Documents

• ea0207984-13da3ulysses_uplan.htm (SC 13D/A) — 48KB
• 0001213900-24-053360.txt ( ) — 50KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 3 (“ Amendment No. 3 ”) amends and supplements the statement on Schedule 13D filed by the Reporting Persons on August 25, 2022, as previously amended by Amendment No. 1 filed by the Reporting Person on December 18, 2023 and Amendment No. 2 filed by the Reporting Person on February 27, 2024 (collectively, the “ Original Statement ”), relating to the common stock, par value $0.0001 per share (the “ Common Stock ”), of Upland Software, Inc., a Delaware corporation (the “ Issuer ”). The address of the principal executive office of the Issuer is 401 Congress Avenue, Suite 1850, Austin, Texas 78701. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Original Statement. Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the Original Statement.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer Items 5(a) and (b) of the Original Statement are hereby amended and restated as follows: (a) and (b) The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on Rows 7 through 11 and Row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. Calculations of the percentage of the shares of Common Stock beneficially owned is based on the 27,592,899 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 2, 2024, as adjusted to include the 7,140,482 shares of Common Stock issuable upon conversion of the 115,000 shares of Series A Preferred Stock. As of June 15, 2024, Aggregator LP directly holds 115,000 shares of Series A Preferred Stock (after giving effect to the accrual of dividends in kind paid thereunder as of June 15, 2024), which is currently convertible into 7,140,482 shares of Common Stock, calculated as the sum of the principal investment amount and accrued dividends, divided by a conversion price equal to $17.50 per share, and Bloom Acquisitions 1, LP, a Delaware limited partnership and an affiliate of Aggregator LP, directly holds, in the aggregate, 251,727 shares of Common Stock. Aggregator GP exercises sole voting and investment discretion over the reported securities. Holdings is the sole shareholder and director of Fund IV GP Ltd., the sole member of Aggregator GP, and therefore Holdings and the Holdings Members may be deemed to beneficially own the reported securities but disclaim such beneficial ownership. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute

View Full Filing

View this SC 13D/A filing on SEC EDGAR