UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UPLAND SOFTWARE, INC.
(Exact name of registrant as specified in its charter)

Delaware001-3672027-2992077
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer
Identification No.)
401 Congress Avenue, Suite 1850
Austin, Texas 78701
(Address of principal executive offices, including zip code)

(512) 960-1010
(Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
To be so registered		Name of each exchange on which
each class is to be registered
Preferred Stock Purchase Rights
The Nasdaq Global Market

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐


Securities Act registration statement or Regulation A offering statement file number to which this form relates: (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

None
(Title of class)


Item 1. Description of Registrant’s Securities to be Registered.

On June 5, 2024, Upland Software, Inc., a Delaware corporation (the “Company”) announced that its stockholders approved the adoption of, and the Company entered into, a Tax Benefit Preservation Plan, dated as of June 5, 2024 (the “2024 Tax Benefit Preservation Plan”), by and between the Company and Broadridge Corporate Issuer Solutions, LLC., as Rights Agent. Subject to stockholder approval of the 2024 Tax Benefit Preservation Plan, on April 12, 2024, the Board of Directors of the Company authorized and declared a dividend of one preferred stock purchase right (a “Right”) for each outstanding share of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). The dividend is payable on June 15, 2024 (the “Record Date”), to the holders of record of shares of Common Stock as of 5:00 P.M., New York City time, on the Record Date. The description and terms of the Rights are set forth in 2024 Tax Benefit Preservation Plan. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred”), at a purchase price of $15.25 per one one-thousandth of a share of Series B Preferred, subject to adjustment as provided in the 2024 Tax Benefit Preservation Plan.
The Rights are in all respects subject to and governed by the provisions of the 2024 Tax Benefit Preservation Plan, which is incorporated herein by reference. The description of the Rights is incorporated herein by reference to the description set forth under Items 1.01 of the Company’s Current Report on Form 8-K filed on June 5, 2024, and is qualified in its entirety by reference to the full text of the 2024 Tax Benefit Preservation Plan.

Item 2. Exhibits.



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.

 
UPLAND SOFTWARE, INC.
Dated: June 5, 2024
/s/ Michael D. Hill
Michael D. Hill
Chief Financial Officer

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