Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MAY DAVID
 2. Issuer Name and Ticker or Trading Symbol
Upland Software, Inc. [UPLD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

401 CONGRESS AVE., SUITE 1850		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018
(Street)


AUSTIN, TX 78701		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             79,585 (1) D  
Common Stock             0 (1) I By family-owned limited liability company

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 7.74             (2) 08/08/2026 Common Stock
19,358 (3)
  19,358
D
 
Stock Option (right to buy) $ 23.6             (2) 08/08/2027 Common Stock
3,262 (4)
  3,262
D
 
Stock Option (right to buy) $ 33.39             (5) 08/06/2028 Common Stock
2,189 (6)
  2,189
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MAY DAVID
401 CONGRESS AVE., SUITE 1850
AUSTIN, TX 78701		   X      

Signatures

/s/ Kin Gill (as attorney-in-fact for Mr. May) 02/13/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Total holdings updated reflect 44,568 shares transferred to reporting person's ex-spouse pursuant to divorce agreement, 25,000 shares that were reported sold on September 15, 2017 but not reflected is subsequent form totals and the transfer to Mr. May of 54,653 shares from a family-owned limited liability company upon dissolution of such entity.
(2) Fully vested and exercisable.
(3) Total updated to reflect 19,359 options transferred to reporting person's ex-spouse pursuant to divorce agreement.
(4) Total updated to reflect 3,263 options transferred to reporting person's ex-spouse pursuant to divorce agreement.
(5) Options vest and become exercisable as to 25% of shares on each of 9/16/19, 12/16/18, 3/16/19 and 6/16/19.
(6) Total updated to reflect 2,189 options transferred to reporting person's ex-spouse pursuant to divorce agreement.

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