UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)





(Mark One)


ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2014


or


 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from              to


Commission file number: 001-36720





UPLAND SOFTWARE, INC.


(Exact name of registrant as specified in its charter)





Delaware27-2992077(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification Number)


401 Congress Avenue, Suite 1850


Austin, Texas 78701


(Address of principal executive offices) (Zip Code)


(512) 960-1010


(Registrant’s telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ̈ No ý


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ̈ No ý





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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ̈Accelerated filer ̈Non-accelerated filerý(Do not check if a smaller reporting company)Smaller reporting company ̈


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ̈ No ý


As of December 19, 2014, there were 15,208,862 shares of the Registrant’s common stock outstanding.








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Explanatory Note





Upland Software, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (the “Form 10-Q”), which was originally filed with the Securities and Exchange Commission on December 22, 2014, solely to include the conformed signature of our chief financial officer on the signature page, which was unintentionally omitted from the Form 10-Q.  The corrected signature page follows. The original signature page was fully executed on December 22, 2014 and was in our possession at the time of the filing of the Form 10-Q. No other changes have been made to the Original Report other than the one described above.





This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-Q or modify or update disclosures that may be affected by subsequent events.  No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-Q.





In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.























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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.





UPLAND SOFTWARE, INC.Dated: December 22, 2014/s/ Michael D. HillMichael D. HillChief Financial Officer(Principal Financial Officer)











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Item 6. Exhibits





See the Exhibit Index immediately following the signature page of this Quarterly Report on Form 10-Q/A, which is incorporated herein by reference.





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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized.





UPLAND SOFTWARE, INC.Dated: January 22, 2015/s/ Michael D. HillMichael D. HillChief Financial Officer(Principal Financial Officer)








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EXHIBIT INDEX


Exhibit NumberExhibit DescriptionIncorporated by ReferenceFormFile No.ExhibitFiling Date3.1Amended and Restated Certificate of Incorporation, as currently in effectS-1333-1985743.2October 27, 20143.2Amended and Restated Bylaws, as currently in effectS-1333-1985743.4October 27, 20144.1Specimen Common Stock Certificate10-Q001-3672032.1December 22, 201431.1*Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200210-Q001-3672032.1December 22, 201432.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200210-Q001-3672032.1December 22, 2014101.INS**XBRL Instance Document10-Q001-36720101.INSDecember 22, 2014101.SCH**XBRL Taxonomy Extension Schema Document10-Q001-36720101.SCHDecember 22, 2014101.CAL**XBRL Taxonomy Extension Calculation Linkbase Document10-Q001-36720101.CALDecember 22, 2014101.DEF**XBRL Taxonomy Extension Definition Linkbase Document10-Q001-36720101.DEFDecember 22, 2014101.LAB**XBRL Taxonomy Extension Label Linkbase Document10-Q001-36720101.LABDecember 22, 2014101.PRE**XBRL Taxonomy Extension Presentation Linkbase Document10-Q001-36720101.PREDecember 22, 2014


*  Filed herewith.


** The financial information contained in these XBRL documents is unaudited and these are not the official publicly filed financial statements of Upland Software, Inc. Investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions. In accordance with Rule 402 of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.