FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   Henley R Brian 2. Date of Event Requiring Statement (Month/Day/Year) 11/05/2014 3. Issuer Name and Ticker or Trading Symbol Upland Software, Inc. [UPLD] (Last) (First) (Middle) 401 CONGRESS AVE, SUITE 1850 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) AUSTIN, TX 78701 6. Individual or Joint/Group Filing(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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 40,990 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option	  (2)	10/25/2023	Common Stock	49,188	$ 1.77	D	Â
Incentive Stock Option	  (3)	03/31/2024	Common Stock	12,297	$ 6.23	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Henley R Brian 401 CONGRESS AVE, SUITE 1850 AUSTIN, TX 78701	Â	Â	  Executive Vice President	Â

Signatures

/s/ Robert Housley, Attorney-in-Fact		11/05/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Shares are subject to repurchase by the Company. The Company's right to repurchase lapses for 8,198 of the shares on 5/9/15, and for the remaining 32,792 of the shares over 24 equal monthly installments beginning on 6/9/15, in each case subject to the reporting person's continued employment through such vesting dates.
(2)	10% of the shares subject to the option vest on 1/1/14, 20% of the shares subject to the option vest in 12 equal monthly installments beginning on 2/1/14, 30% of the shares subject to the option vest in 12 equal monthly installments beginning on 2/1/15, and 40% of the shares subject to the option vest in 12 equal monthly installments beginning on 2/1/16, in each case subject to the reporting person's continued employment through such vesting dates.
(3)	10% of the shares subject to the option vest on 1/1/15, 20% of the shares subject to the option vest in 12 equal monthly installments beginning on 2/1/15, 30% of the shares subject to the option vest in 12 equal monthly installments beginning on 2/1/16, and 40% of the shares subject to the option vest in 12 equal monthly installments beginning on 2/1/17, in each case subject to the reporting person's continued employment through such vesting dates.

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